§ 33-11-109 — Conversion of partnership or limited partnership to corporation.

(a) A partnership or limited partnership may be converted to a corporation pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a corporation must be approved by all the partners or by the number or percentage of the partners required for conversion in the partnership agreement. (c) An agreement of conversion must include the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership into shares, obligations, or other securities in the converted corporation or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or both. (d) After a conversion is approved pursuant to subsection (b), the partnership or limited partnership shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain: (1) a statement that the partnership or limited partnership is converted to a corporation from a partnership or limited partnership; (2) its former name; (3) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and (4) in the case of a limited partnership, a statement that the certificate of limited partnership is canceled as of the date the conversion takes effect. (e) In the case of a limited partnership, the filing of articles of incorporation pursuant to subsection (d) cancels its certificate of limited partnership as of the date the conversion takes effect. (f) A conversion takes effect when the articles of incorporation are filed in the Office of the Secretary of State or at a later date specified in the articles of incorporation. (g) A general partner who becomes a shareholder of a corporation as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. (h) A limited partner who becomes a shareholder as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect. (i) A partner's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholder of the corporation.

Legislative History

HISTORY: 2004 Act No. 221, SECTION 4.