§ 47-1A-955 — Effect of entity conversion.

When a conversion under §§ 47-1A-950 to 47-1A-956 , inclusive, becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment; (2) The liabilities of the converting entity remain the liabilities of the surviving entity; (3) An action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred; (4) In the case of a surviving entity that is a filing entity, its articles of incorporation or public organic document and its private organic document become effective; (5) In the case of a surviving entity that is a nonfiling entity, its private organic document becomes effective; (6) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights that they may have under the organic law of the converting entity; and (7) The surviving entity is deemed to: (a) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes; (b) Be the same corporation or unincorporated entity without interruption as the converting entity; and (c) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.

Legislative History

SL 2005, ch 239, § 230.