§425E-1105  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 real estateand other property owned by the converting entity shall automatically be ownedby 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 partnership interests and other forms ofownership in the converting entity that are to be converted into partnershipinterests, or other forms of ownership, in the converted entity as provided inthe plan of conversion shall be converted;

(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 suchdebts or obligations;

(B)  Was liable under applicable law prior tothe effective date of the conversion for such 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 owner of the converted entity;

(8)  If the converted entity is a foreign limitedpartnership or other business entity incorporated, formed, or organized under alaw other than the law of this State, the converted entity shall file with thedirector:

(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 limitedpartnership;

(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; and

(9)  If the converting partnership is a domesticlimited partnership, section 425E-1106 shall apply as if the converted entity werethe survivor of a merger with the converting entity. [L 2003, c 210, pt of §1;am L 2006, c 235, §20]