§425-195  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 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 such 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 generalpartnership, limited liability partnership, or other business entityincorporated, formed, or organized under a law other than the law of thisState, 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 domestic generalpartnership;

(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 domesticgeneral partnership, or limited liability partnership, section 425-203 shallapply as if the converted entity were the survivor of a merger with theconverting entity. [L 1999, c 280, pt of §4; am L 2002, c 41, §19; am L 2006, c235, §16]