Sec. 34-199. Conversion of domestic general or limited partnership to limited liability company.
Sec. 34-199. Conversion of domestic general or limited partnership to limited
liability company. (a) A domestic general partnership formed under or governed by
the provisions of sections 34-300 to 34-434, inclusive, or a domestic limited partnership
formed under or governed by the provisions of sections 34-9 to 34-38q, inclusive, may
convert to a limited liability company by filing articles of organization that meet the
requirements of section 34-121, and include the following: (1) A statement that the
limited liability company is formed as the result of the conversion of a general partnership or a limited partnership; (2) the name of the former general partnership or limited
partnership; and (3) in the case of a general partnership, its initial date of formation, or
in the case of a limited partnership, the date of filing of the initial certificate of limited
partnership.
(b) The terms and conditions of a conversion of a domestic general partnership or
domestic limited partnership to a limited liability company shall be approved by the
partners in the manner provided in the partnership agreement for amendments to the
partnership agreement or, if no such provision is made in a partnership agreement, by
all the partners.
(c) Notwithstanding the provisions of section 34-398, subsection (a) of this section
governs any conversion of a domestic general partnership or domestic limited partnership to a limited liability company filed on or after July 1, 1997.
(P.A. 94-217, S. 5, 40; P.A. 96-77, S. 11, 17; P.A. 06-57, S. 1.)
History: P.A. 94-217 effective July 1, 1995; P.A. 96-77 amended Subsec. (a) to replace reference to "sections 34-39
to 34-81, inclusive," with "sections 34-300 to 34-434, inclusive," effective July 1, 1997; P.A. 06-57 added "or governed
by" in Subsec. (a), inserted references to "domestic" general and limited partnerships in Subsecs. (a) and (b) and added
Subsec. (c) re conversions filed on or after July 1, 1997, effective May 8, 2006.