29-1082. 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 of 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 in the jurisdiction in which the limited partnership
is to be formed. The certificate shall include:
1. A statement that the partnership was converted to a limited partnership from a
partnership.
2. Its former name.
3. 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 general partner who becomes a limited partner as a result of the conversion
remains liable as a general partner for an obligation incurred by the partnership before
the conversion takes effect. 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 limited partner is liable for an obligation incurred by the
limited partnership within ninety days after the conversion takes effect. The limited
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 chapter 3 of this
title.
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