§ 47-25A-17 — Effect of conversion.

(a) Except as otherwise prohibited by law, when a conversion under sections §§ 47-25A-13 to 47-25A-22 , 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 governing documents and rules become effective; (5) The memberships or interests of the converting entity are reclassified into memberships, interests, other securities, obligations, rights to acquire memberships, interests or securities, or into cash or other property in accordance with the plan of conversion; and the members or of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the governing law of the converting entity; and (6) The surviving entity is deemed to: (i) Be incorporated or organized under and subject to the governing law of the converting entity for all purposes; and (ii) Be the same nonprofit corporation or unincorporated entity without interruption as the converting entity. (b) A member who is subject to personal liability for some or all of the debts, obligations, or liabilities of the surviving entity has personal liability only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion.

Legislative History

SL 2016, ch 221, § 32.