State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-178

21-178. Effect of conversion.(ULLCA 1009) (a) An organizationthat has been converted pursuant to sections 21-170 to 21-184 is for all purposesthe same entity that existed before the conversion.(b) When a conversiontakes effect:(1)all property owned by the converting organization remains vested in the convertedorganization; (2)all debts, obligations, or other liabilities of the converting organizationcontinue as debts, obligations, or other liabilities of the converted organization;(3) an action or proceedingpending by or against the converting organization may be continued as if theconversion had not occurred;(4) except as prohibited by law other than the NebraskaUniform Limited Liability Company Act, all of the rights, privileges, immunities,powers, and purposes of the converting organization remain vested in the convertedorganization;(5)except as otherwise provided in the plan of conversion, the terms and conditionsof the plan of conversion take effect; and(6) except as otherwise agreed, the conversion doesnot dissolve a converting limited liability company for the purposes of sections 21-147 to 21-154.(c)A converted organization that is a foreign organization consents to the jurisdictionof the courts of this state to enforce any debt, obligation, or other liabilityfor which the converting limited liability company is liable if, before theconversion, the converting limited liability company was subject to suit inthis state on the debt, obligation, or other liability. SourceLaws 2010, LB888, § 78.Operative Date: January 1, 2011