§ 48-2a-110. Effect of conversion.

(1) Upon the filing with the division of the articles of conversion and the certificate of limited partnership or, if applicable, upon the future effective date or time of the articles of conversion and the certificate of limited partnership, the subject entity shall be converted into a domestic limited partnership and the limited partnership shall thereafter be subject to all of the provisions of this chapter, except that, notwithstanding Section 48-2a-201, the existence of the limited partnership shall be considered to have commenced on the date the subject entity commenced its existence in the jurisdiction in which the subject entity was first created, formed, incorporated, or otherwise came into being.

(2) The conversion of any subject entity into a domestic limited partnership shall not affect any obligations or liabilities of the subject entity incurred prior to its conversion to a domestic limited partnership or the personal liability of any person incurred prior to the conversion.

(3) When a conversion becomes effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the subject entity that has converted, and all property, real, personal, and mixed, and all debts due to the subject entity, as well as all other things and causes of action belonging to the subject entity remain vested in the domestic limited partnership to which the subject entity has converted and shall be the property of the domestic limited partnership and the title to any real property vested by deed or otherwise in the subject entity shall not revert or be in any way impaired by reason of this chapter or of the conversion, but all rights of creditors and all liens upon any property of the subject entity shall be preserved unimpaired, and all debts, liabilities, and duties of the subject entity that has converted shall remain attached to the domestic limited partnership to which the subject entity has converted and may be enforced against it to the same extent as if those debts, liabilities, and duties had been incurred or contracted by it in its capacity as a domestic limited partnership.

(4) Unless otherwise agreed, or as required under applicable law of another jurisdiction, the converting subject entity shall not be required to wind up its affairs or pay its liabilities or distribute its assets, and the conversion shall not constitute a dissolution of the subject entity but shall constitute a continuation of the existence of the converting subject entity in the form of a domestic limited partnership. When any subject entity has been converted to a domestic limited partnership pursuant to this part, the domestic limited partnership shall thereafter, for all purposes of the laws of this state, be considered to be the same entity as the converting subject entity.

Enacted by Chapter 260, 2001 General Session