§415A-16.8  Effect of conversion.  Whena conversion 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 in the converted entity as provided in the plan of conversion shallbe converted, and if the converting entity is a professional corporation, theformer shareholders of the professional corporation shall be entitled only tothe rights provided in the plan of conversion or to the rights to dissent undersection 415-80;

(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 the 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 ashareholder, partner, member, or other business owner of the converted entity;

(8)  If the converted entity is a foreign corporationor other business entity, incorporated, formed, or organized under a law otherthan the laws of this State, the converted entity shall file with 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 domesticcorporation;

(B)  An irrevocable appointment of a residentof this State, including the street address, as its agent to accept service ofprocess 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; and

(9)  If the converting entity is a professionalcorporation, part XIV of chapter 414 shall apply as if the converted entitywere the survivor of a merger with the converting entity. [L 1999, c 280, pt of§2; am L 2006, c 235, §9]

 

Note

 

  Section 415-80 referred to in text is repealed.