§ 17-21-901 — Conversion of partnership to limited partnership

(a) A partnership may be converted to a limited
partnership pursuant to this section.
(b) The terms and conditions of a conversion of a
partnership to a limited partnership shall be approved by all
the partners or by a number or percentage specified for
conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the
partnership shall file a certificate of limited partnership
which satisfies the requirements of W.S. 17-14-301 and includes:
(i) A statement that the partnership was converted to
a limited partnership from a partnership;
(ii) Its former name; and
(iii) A statement of the number of votes cast by the
partners for and against the conversion and if the vote is less
than unanimous, the number or percentage required to approve the
conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of
limited partnership is filed or at any later date specified in
the certificate.
(e) A partner who becomes a limited partner as a result of
the conversion remains liable as a partner for an obligation
incurred by the partnership before the conversion takes effect
for which the partner is personally liable under W.S. 17-21-306,
17-21-807 and 17-21-808. If the other party to a transaction
with the limited partnership reasonably believes when entering
the transaction that the limited partner is a general partner,
the partner is liable for an obligation incurred by the limited
partnership within ninety (90) days after the conversion takes
effect for which a general partner would be personally liable
under W.S. 17-21-306, 17-21-807 and 17-21-808. The partner's
liability for all other obligations of the limited partnership
incurred after the conversion takes effect is that of a limited
partner as provided in the Uniform Limited Partnership Act.