17-7684.   Conversion of certain entities to a limitedliability company.(a) As used in this section, the term "other entity" means abusiness trust orassociation, a real estate investment trust, a common-law trust or any otherunincorporated business,including a partnership, whether general (including a registered limitedliability partnership) orlimited (including a registered limited liability limited partnership) or aforeign limited liabilitycompany.

      (b)   Any other entity may convert to a domestic limited liability company bycomplying withsubsection (h) of this section and filing with the secretary of state inaccordance with K.S.A. 17-7678,and amendments thereto:

      (1)   A certificate of conversion to limited liability company that has beenexecuted by oneor more authorized persons in accordance with K.S.A. 17-7676, andamendmentsthereto; and

      (2)   articles of organization that comply with K.S.A. 17-7673, andamendmentsthereto, and havebeen executed by one or more authorized persons in accordance with K.S.A.17-7676,and amendmentsthereto.

      (c)   The certificate of conversion to limited liability company shall state:

      (1)   The date on which and jurisdiction where the other entity was firstcreated, formed orotherwise came into being and, if it has changed, its jurisdiction immediatelyprior to its conversionto a domestic limited liability company;

      (2)   the name of the other entity immediately prior to the filing of thecertificate ofconversion to limited liability company;

      (3)   the name of the limited liability company as set forth in its articles oforganization filedin accordance with subsection (b) of this section; and

      (4)   the future effective date or time (which shall be a date or time certainnot later than 90days after the date of filing) of the conversion to a limited liabilitycompany if it is not to beeffective upon the filing of the certificate of conversion to limited liabilitycompany and the articlesof organization.

      (d)   Upon the filing with the secretary of state of the certificate ofconversion to limitedliability company and the articles of organization or upon the future effectivedate or time of thecertificate of conversion to limited liability company and the articles oforganization, the other entityshall be converted into a domestic limited liability company and the limitedliability company shallthereafter be subject to all of the provisions of this act, except thatnotwithstanding K.S.A. 17-7673,and amendments thereto, the existence of the limited liability company shall bedeemed to havecommenced on the date the other entity commenced its existence in thejurisdiction in which theother entity was first created, formed, incorporated or otherwise came intobeing.

      (e)   The conversion of any other entity into a domestic limited liabilitycompany shall notbe deemed to affect any obligations or liabilities of the other entity incurredprior to its conversionto a domestic limited liability company or the personal liability of any personincurred prior to suchconversion.

      (f)   When any conversion shall have become effective under this section, forall purposes ofthe laws of the state of Kansas, all of the rights, privileges and powers ofthe other entity that has converted, and all property, real, personal andmixed, and all debts due to such other entity, aswellas all other things and causes of action belonging to such other entity, shallbe vested in the domesticlimited liability company and shall thereafter be the property of the domesticlimited liabilitycompany as they were of the other entity that has converted, and the title toany real property vestedby deed or otherwise in such other entity shall not revert or be in any wayimpaired by reason of thisact, but all rights of creditors and all liens upon any property of suchother entity shall bepreserved unimpaired, and all debts, liabilities and duties of the other entitythat has converted shallthenceforth attach to the domestic limited liability company and may beenforced against it to thesame extent as if such debts, liabilities and duties had been incurred orcontracted by it.

      (g)   Unless otherwise agreed, or as required under applicable nonKansas law,the convertingother entity shall not be required to wind up its affairs or pay itsliabilities and distribute its assets,and the conversion shall not be deemed to constitute a dissolution of suchother entity and shallconstitute a continuation of the existence of the converting other entity inthe form of a domesticlimited liability company.

      (h)   Prior to filing a certificate of conversion to limited liability companywith the secretaryof state, the conversion shall be approved in the manner provided for by thedocument, instrument,agreement or other writing, as the case may be, governing the internal affairsof the other entity andthe conduct of its business or by applicable law, as appropriate.

      (i)   The provisions of this section shall not be construed to limit theaccomplishment of achange in the law governing, or the domicile of, any other entity to the stateof Kansas by any othermeans provided for in an operating agreement or other agreement or as otherwisepermitted by law,including by the amendment of an operating agreement or other agreement.

      History:   L. 1999, ch. 119, § 23; Jan. 1, 2000.