Comment

(This is Section 902 of the Uniform Partnership Act (1997).)

Section 902(a) authorizes the conversion of a "partnership" to a "limited partnership." Section 202(b) limits the usual RUPA definition of "partnership" to general partnerships. That definition is applicable to Article 9. If a limited partnership is contemplated, Article 9 uses the term "limited partnership." See Section 901(3).

Subsection (b) provides that the terms and conditions of the conversion must be approved by all the partners, unless the partnership agreement specifies otherwise for a conversion.

Subsection (c) provides that, after approval, the partnership must file a certificate of limited partnership which includes the requisite information concerning the conversion.

Subsection (d) provides that the conversion takes effect when the certificate is filed, unless a later effective date is specified.

Subsection (e) establishes the partners' liabilities following a conversion. A partner who becomes a limited partner as a result of the conversion remains fully liable as a general partner for any obligation arising before the effective date of the conversion, both to third parties and to other partners for contribution. Third parties who transact business with the converted partnership unaware of a partner's new status as a limited partner are protected for 90 days after the conversion. Since RULPA Section 201(a)(3) requires the certificate of limited partnership to name all of the general partners, and under RUPA Section 902(c) the certificate must also include a statement of the conversion, parties transacting business with the converted partnership can protect themselves by checking the record of the State where the limited partnership is formed (the State where