| A.__If the converted organization is a limited partnership, | when the certificate of limited partnership takes effect; | and |
|
| B.__If the converted organization is not a limited | partnership, as provided by the governing statute of the | converted organization. |
|
| §1435.__Effect of conversion |
|
| | 1.__Same entity.__An organization 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 organization | remains vested in the converted organization; |
|
| B.__All debts, liabilities and other obligations of the | converting organization continue as obligations of the | converted organization; |
|
| C.__An action or proceeding pending by or against the | converting organization may be continued as if the | conversion had not occurred; |
|
| D.__Except as prohibited by other law, all of the rights, | privileges, immunities, powers and purposes of the | converting organization remain vested in the converted | organization; |
|
| E.__Except as otherwise provided in the plan of conversion, | the terms and conditions of the plan of conversion take | effect; and |
|
| F.__Except as otherwise agreed, the conversion does not | dissolve a converting limited partnership for the purposes | of subchapter 8. |
|
| | 3.__Foreign organization; Secretary of State as agent.__A | converted organization that is a foreign organization consents to | the jurisdiction of the courts of this State to enforce any | obligation owed by the converting organization, if before the | conversion the converting organization was subject to suit in | this State on the obligation. A converted organization that is a | foreign organization and not authorized to transact business in | this State appoints the Secretary of State as its agent for | service of process for purposes of enforcing an obligation under | this subsection. Service on the Secretary of State under this |
|
|