Sec. 34-385. Conversion of partnership to limited partnership.
Sec. 34-385. Conversion of partnership to limited partnership. (a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership
must be approved by all of the partners or by a number or percentage specified for
conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a
certificate of limited partnership in the jurisdiction in which the limited partnership is
to be formed. The certificate shall include: (1) A statement that the partnership was
converted to a limited partnership from a partnership; (2) its former name; and (3) a
statement of the number of votes cast by the partners for and against the conversion
and, if the vote is less than unanimous, the number or percentage required to approve
the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed
or at any later date specified in the certificate.
(e) A general partner who becomes a limited partner as a result of the conversion
remains liable as a general partner for an obligation incurred by the partnership before
the conversion takes effect. If the other party to a transaction with the limited partnership
reasonably believes when entering the transaction that the limited partner is a general
partner, the limited partner is liable for an obligation incurred by the limited partnership
within ninety days after the conversion takes effect. The limited partner's liability for
all other obligations of the limited partnership incurred after the conversion takes effect
is that of a limited partner as provided in sections 34-9 to 34-38r, inclusive.
(P.A. 95-341, S. 47, 58.)
History: P.A. 95-341 effective July 1, 1997.