LD 2290
pg. 7
Page 6 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 8 of 31
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LR 3693
Item 1

 
7.__Effective date.__A conversion of a business entity to another
type of business entity takes effect upon the later of the
effective date and time of the filing of the formation documents
pursuant to subsection 5 or upon the date specified in the
formation documents.

 
8.__Effects of conversion.__Upon the effective date of the
conversion, the resulting business entity is subject to all of
the provisions applicable to that business entity.__A conversion
of a business entity to another type of business entity has the
following effects.

 
A.__The resulting business entity possesses all the rights,
privileges, immunities and powers of the converting business
entity and is subject to all the restrictions, disabilities
and duties of the converting business entity to the extent
that the rights, privileges, immunities, powers, franchises,
restrictions, disabilities and duties are applicable to the
resulting business entity.

 
B.__All property, real, personal and mixed; all debts due on
whatever account; all other choses in action; and all and
every other interest of or belonging to or due to the
converting business entity vest in the resulting business
entity without further act or deed.

 
C.__The title to all real estate and other interests in real
estate vested in the converting business entity may not
revert or be in any way impaired by reason of the
conversion.

 
D.__The resulting business entity is liable for all
liabilities and obligations of the converting business
entity and any claim existing or action or proceeding
pending by or against the business entity may be prosecuted
as if the conversion had not taken place, or the resulting
business entity may be substituted in the action.

 
E.__Neither the rights of creditors nor any liens on the
property of the converting business entity are impaired by
the conversion.

 
F.__The interests or shares of the converting business
entity that are to be converted or exchanged into interests
of the resulting business entity under the terms of the plan
of conversion are so converted and the former holders are
entitled only to the interests in the resulting business
entity as provided in the plan of conversion or the rights
otherwise provided by law.


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