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



(1)  The converting entity shall continue to exist
without interruption, but in the organizational form of the converted entity;



(2)  All rights, title, and interest in all real
estate and other property owned by the converting entity shall automatically be
owned by the converted entity without reversion or impairment, subject to any
existing liens or other encumbrances thereon;



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



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



(5)  Any action or proceeding pending by or against
the converting entity may be continued by or against the converted entity
without any need for substitution of parties;



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



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



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



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



(C)  Becomes liable under applicable law for
existing 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 limited
liability company or other business entity incorporated, formed, or organized
under a law other than the law of this State, such converted entity shall file
with the director:



(A)  An agreement that the converted entity may
be served with process in this State in any action or proceeding for the
enforcement of any liability or obligation of the converting domestic limited
liability company;



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



(C)  An agreement for the enforcement, as
provided in this chapter, of the right of any dissenting shareholder, partner,
member, or other owner to receive payment for their interest against the
converted entity. [L 1996, c 92, pt of §1; am L 1999, c 280, §21; am L 2001, c
129, §100; am L 2003, c 124, §76; am L 2004, c 121, §47; am L 2006, c 235, §22]