§428-903  Effect of conversion.  When aconversion becomes effective:

(1)  The converting entity shall continue to existwithout interruption, but in the organizational form of the converted entity;

(2)  All rights, title, and interest in all realestate and other property owned by the converting entity shall automatically beowned by the converted entity without reversion or impairment, subject to anyexisting liens or other encumbrances thereon;

(3)  All liabilities and obligations of the convertingentity shall automatically be liabilities and obligations of the convertedentity without impairment or diminution due to the conversion;

(4)  The rights of creditors of the converting entityshall continue against the converted entity and shall not be impaired orextinguished by the conversion;

(5)  Any action or proceeding pending by or againstthe converting entity may be continued by or against the converted entitywithout any need for substitution of parties;

(6)  The shares and other forms of ownership in theconverting entity that are to be converted into shares, or other forms ofownership, or other securities in the converted entity as provided in the planof conversion shall be converted, and if the converting entity is a domesticlimited liability company, the former members of the domestic limited liabilitycompany shall be entitled only to the rights provided in the plan of conversionor to the rights to dissent under section 414-342;

(7)  A shareholder, partner, member, or other owner ofthe converted entity shall be liable for the debts and obligations of theconverting entity that existed before the conversion takes effect only to theextent that such shareholder, partner, member, or other owner:

(A)  Agreed in writing to be liable for thedebts or obligations;

(B)  Was liable under applicable law prior tothe effective date of the conversion, for the debts or obligations; or

(C)  Becomes liable under applicable law forexisting debts and obligations of the converted entity by becoming a shareholder,partner, member, or other owner of the converted entity; and

(8)  If the converted entity is a foreign limitedliability company or other business entity incorporated, formed, or organizedunder a law other than the law of this State, such converted entity shall filewith the director:

(A)  An agreement that the converted entity maybe served with process in this State in any action or proceeding for theenforcement of any liability or obligation of the converting domestic limitedliability company;

(B)  An irrevocable appointment of a residentof this State, including the resident's street address, as its agent to acceptservice of process in any such proceeding; and

(C)  An agreement for the enforcement, asprovided in this chapter, of the right of any dissenting shareholder, partner,member, or other owner to receive payment for their interest against theconverted entity. [L 1996, c 92, pt of §1; am L 1999, c 280, §21; am L 2001, c129, §100; am L 2003, c 124, §76; am L 2004, c 121, §47; am L 2006, c 235, §22]