(1) The convertingdomestic limited partnership ceases its prior form of organization andcontinues in existence as the resulting business entity;
(2) The title to allreal estate and other property owned by the converting domestic limitedpartnership continues vested in the resulting business entity without reversionor impairment;
(3) All liabilities ofthe converting domestic limited partnership continue as liabilities of theresulting business entity;
(4) A proceeding pendingby or against the converting domestic limited partnership may be continued asif the conversion did not occur; and
(5) The interests in theconverting domestic limited partnership that are to be converted intointerests, obligations, or securities of the resulting business entity or intothe right to receive cash or other property are thereupon so converted, and theformer holders of interests in the converting domestic limited partnership areentitled only to the rights provided in the plan of conversion.
The conversion shall notaffect the liability or absence of liability of any holder of an interest inthe converting domestic limited partnership for any acts, omissions, orobligations of the converting domestic limited partnership made or incurredprior to the effectiveness of the conversion. The cessation of the existence ofthe converting domestic limited partnership in its form of organization as adomestic limited partnership in the conversion shall not constitute adissolution or termination of the converting domestic limited partnership.
(b) If the resultingbusiness entity is not a domestic corporation or a domestic limited liabilitycompany when the conversion takes effect, the resulting business entity isdeemed:
(1) To agree that it maybe served with process in this State for enforcement of (i) any obligation ofthe converting domestic limited partnership, and (ii) any obligation of theresulting business entity arising from the conversion; and
(2) To have appointedthe Secretary of State as its agent for service of process in any suchproceeding. Service on the Secretary of State of any such process shall be madeby delivering to and leaving with the Secretary of State, or with any clerkauthorized by the Secretary of State to accept service of process, duplicatecopies of the process and the fee required by G.S. 59‑1106(b). Uponreceipt of service of process on behalf of a resulting business entity in themanner provided for in this section, the Secretary of State shall immediatelymail a copy of the process by registered or certified mail, return receiptrequested, to the resulting business entity. If the resulting business entityis authorized to transact business or conduct affairs in this State, theaddress for mailing shall be its principal office designated in the latestdocument filed with the Secretary of State that is authorized by law todesignate the principal office or, if there is no principal office on file, itsregistered office. If the resulting business entity is not authorized totransact business or conduct affairs in this State, the address for mailingshall be the mailing address designated pursuant to G.S. 59‑1062(a)(2). (2001‑387, s. 142.)
(1) The convertingdomestic limited partnership ceases its prior form of organization andcontinues in existence as the resulting business entity;
(2) The title to allreal estate and other property owned by the converting domestic limitedpartnership continues vested in the resulting business entity without reversionor impairment;
(3) All liabilities ofthe converting domestic limited partnership continue as liabilities of theresulting business entity;
(4) A proceeding pendingby or against the converting domestic limited partnership may be continued asif the conversion did not occur; and
(5) The interests in theconverting domestic limited partnership that are to be converted intointerests, obligations, or securities of the resulting business entity or intothe right to receive cash or other property are thereupon so converted, and theformer holders of interests in the converting domestic limited partnership areentitled only to the rights provided in the plan of conversion.
The conversion shall notaffect the liability or absence of liability of any holder of an interest inthe converting domestic limited partnership for any acts, omissions, orobligations of the converting domestic limited partnership made or incurredprior to the effectiveness of the conversion. The cessation of the existence ofthe converting domestic limited partnership in its form of organization as adomestic limited partnership in the conversion shall not constitute adissolution or termination of the converting domestic limited partnership.
(b) If the resultingbusiness entity is not a domestic corporation or a domestic limited liabilitycompany when the conversion takes effect, the resulting business entity isdeemed:
(1) To agree that it maybe served with process in this State for enforcement of (i) any obligation ofthe converting domestic limited partnership, and (ii) any obligation of theresulting business entity arising from the conversion; and
(2) To have appointedthe Secretary of State as its agent for service of process in any suchproceeding. Service on the Secretary of State of any such process shall be madeby delivering to and leaving with the Secretary of State, or with any clerkauthorized by the Secretary of State to accept service of process, duplicatecopies of the process and the fee required by G.S. 59‑1106(b). Uponreceipt of service of process on behalf of a resulting business entity in themanner provided for in this section, the Secretary of State shall immediatelymail a copy of the process by registered or certified mail, return receiptrequested, to the resulting business entity. If the resulting business entityis authorized to transact business or conduct affairs in this State, theaddress for mailing shall be its principal office designated in the latestdocument filed with the Secretary of State that is authorized by law todesignate the principal office or, if there is no principal office on file, itsregistered office. If the resulting business entity is not authorized totransact business or conduct affairs in this State, the address for mailingshall be the mailing address designated pursuant to G.S. 59‑1062(a)(2). (2001‑387, s. 142.)
(1) The convertingdomestic limited partnership ceases its prior form of organization andcontinues in existence as the resulting business entity;
(2) The title to allreal estate and other property owned by the converting domestic limitedpartnership continues vested in the resulting business entity without reversionor impairment;
(3) All liabilities ofthe converting domestic limited partnership continue as liabilities of theresulting business entity;
(4) A proceeding pendingby or against the converting domestic limited partnership may be continued asif the conversion did not occur; and
(5) The interests in theconverting domestic limited partnership that are to be converted intointerests, obligations, or securities of the resulting business entity or intothe right to receive cash or other property are thereupon so converted, and theformer holders of interests in the converting domestic limited partnership areentitled only to the rights provided in the plan of conversion.
The conversion shall notaffect the liability or absence of liability of any holder of an interest inthe converting domestic limited partnership for any acts, omissions, orobligations of the converting domestic limited partnership made or incurredprior to the effectiveness of the conversion. The cessation of the existence ofthe converting domestic limited partnership in its form of organization as adomestic limited partnership in the conversion shall not constitute adissolution or termination of the converting domestic limited partnership.
(b) If the resultingbusiness entity is not a domestic corporation or a domestic limited liabilitycompany when the conversion takes effect, the resulting business entity isdeemed:
(1) To agree that it maybe served with process in this State for enforcement of (i) any obligation ofthe converting domestic limited partnership, and (ii) any obligation of theresulting business entity arising from the conversion; and
(2) To have appointedthe Secretary of State as its agent for service of process in any suchproceeding. Service on the Secretary of State of any such process shall be madeby delivering to and leaving with the Secretary of State, or with any clerkauthorized by the Secretary of State to accept service of process, duplicatecopies of the process and the fee required by G.S. 59‑1106(b). Uponreceipt of service of process on behalf of a resulting business entity in themanner provided for in this section, the Secretary of State shall immediatelymail a copy of the process by registered or certified mail, return receiptrequested, to the resulting business entity. If the resulting business entityis authorized to transact business or conduct affairs in this State, theaddress for mailing shall be its principal office designated in the latestdocument filed with the Secretary of State that is authorized by law todesignate the principal office or, if there is no principal office on file, itsregistered office. If the resulting business entity is not authorized totransact business or conduct affairs in this State, the address for mailingshall be the mailing address designated pursuant to G.S. 59‑1062(a)(2). (2001‑387, s. 142.)
