West Virginia § 31B-9-903 Effect of conversion; entity unchanged

West Virginia Statutes

§ 31B-9-903 — Effect of conversion; entity unchanged

West Virginia § 31B-9-903

Ch. 31BUNIFORM LIMITED LIABILITY COMPANY ACT

Art. 9CONVERSIONS AND MERGERS

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Bluebook

W. Va. Code § 31B-9-903 (2026).

Text

(a)A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

(b)When a conversion takes effect:

(1)All property owned by the converting partnership or limited partnership vests in the limited liability company;

(2)All debts, liabilities and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;

(3)An action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;

(4)Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting partnership or limited partnership vest in th

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(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect:

(1) All property owned by the converting partnership or limited partnership vests in the limited liability company;

(2) All debts, liabilities and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;

(3) An action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;

(4) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting partnership or limited partnership vest in the limited liability company; and

(5) Except as otherwise provided in the agreement of conversion under section 9-902(c), all of the partners of the converting partnership continue as members of the limited liability company.