Although Section 902 does not expressly provide that a partner's withdrawal upon a term partnership's conversion to a limited partnership is rightful, it was assumed that the unanimity requirement for the approval of a conversion would afford a withdrawing partner adequate opportunity to protect his interest as a condition of approval. This question is left to the partnership agreement if it provides for conversion without the approval of all the partners.

§1093.__Conversion of limited partnership to partnership

1.__Conversion.__A limited partnership may be converted to a partnership pursuant to this section.

2.__Terms and conditions.__Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.

3.__Cancellation of certificate.__After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.

4.__Effective date of conversion.__The conversion takes effect when the certificate of limited partnership is canceled.

5.__Liability.__A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect.__Except as otherwise provided in section 1034, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.

Comment

(This is Section 903 of the Uniform Partnership Act (1997).)

Section 903(a) authorizes the conversion of a limited partnership to a general partnership.

Subsection (b) provides that the conversion must be approved by all of the partners, even if the partnership agreement provides to the contrary. That includes all of the general and