Subsection (c) provides that, after approval of the conversion, the converted partnership must cancel its certificate of limited partnership. See RULPA § 203.

Subsection (d) provides that the conversion takes effect when the certificate of limited partnership is canceled.

Subsection (e) provides that a limited partner who becomes a general partner is liable as a general partner for all partnership obligations for which a general partner would otherwise be personally liable for if incurred after the effective date of the conversion, but still has only limited liability for obligations incurred before the conversion.

§1094.__Effect of conversion; entity unchanged

1.__Same entity.__A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.

2.__Effect of conversion.__When a conversion takes effect:

A.__All property owned by the converting partnership or limited partnership remains vested in the converted entity;

B.__All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and

C.__An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.

Comment

(This is Section 904 of the Uniform Partnership Act (1997).)

Section 904 sets forth the effect of a conversion on the partnership. Subsection (a) provides that the converted partnership is for all purposes the same entity as before the conversion.