§ 3123 - Effect of conversion; entity unchanged
§ 3123. Effect of conversion; entity unchanged
(a) 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.
(b) When a conversion takes effect:
(1) all property owned by the converting partnership or limited partnership is vested in the limited liability company;
(2) all debts, liabilities and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;
(3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting partnership or limited partnership are vested in the limited liability company; and
(5) except as otherwise provided in the agreement of conversion under subsection (c) of section 3122 of this title, all of the partners of the converting partnership continue as members of the limited liability company. (Added 1995, No. 179 (Adj. Sess.), § 4.)