347.125. Partnership, limited partnership, or registered limited liability partnerships may convert to limited liability company--articles of organization, contents--title to property, effect--credito
Partnership, limited partnership, or registered limited liabilitypartnerships may convert to limited liability company--articles oforganization, contents--title to property, effect--creditors rights,effect.
347.125. 1. A general or limited partnership formed under the lawsof this state may convert to a limited liability company by filing articlesof organization that meet the requirements of section 347.039 and includethe following:
(1) The name of the former general partnership or limitedpartnership;
(2) In the case of a limited partnership, the date and place offiling of the initial certificate of limited partnership of the formerlimited partnership and any application for registration as a limitedliability limited partnership; and
(3) In the case of a general partnership, the date of filing of anyfictitious name registration of the former general partnership or anyapplication for registration as a limited liability partnership.
2. Nothing in this section shall be construed to require, or deemedto constitute, a dissolution of the general partnership or limitedpartnership prior to its conversion to a limited liability company aspermitted in this section.
3. When a general partnership or limited partnership is converted toa limited liability company pursuant to this section, the title to any realor personal property or any interest therein and all rights, privileges,powers, debts, causes of action vested in the former partnership shall bedeemed to be transferred to and vested in such limited liability companywithout further act or deed. Confirmatory deeds, assignments or similarinstruments to evidence the transfer may be executed and delivered at anytime in the name of the partnership to the limited liability company.
4. When a general partnership or limited partnership is converted toa limited liability company pursuant to this section, all duties, debts,liens, liabilities and rights of creditors as against the formerpartnership and its partners shall continue without impairment and shallattach to the limited liability company. Any existing claim, action orproceeding pending by or against the partnership or its partners may beprosecuted to judgment as if the conversion had not taken place, or againstthe limited liability company to the same extent as if such duties, debts,liens and liabilities had been incurred or contracted by it. A judgmentagainst the partnership constitutes a lien against the limited liabilitycompany and may be enforced against the limited liability company.
5. In the case of a conversion of a general or limited partnership toa limited liability company pursuant to this section, the fictitious nameregistration, certificate of limited partnership of the general or limitedpartnership and any application for registration as a limited liabilitypartnership or limited liability limited partnership shall be deemedcanceled by the filing of the articles of organization by the secretary ofstate pursuant to this section.
(L. 1993 S.B. 66 & 20 § 359.777, A.L. 1997 H.B. 655 merged with S.B. 170)Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)