50-73.11:4 - Effect of conversion; entity unchanged.
§ 50-73.11:4. Effect of conversion; entity unchanged.
A. A general partnership that has been converted to a limited partnershippursuant to § 50-73.11:3, former § 50-73.11:1, or former § 50-73.125 shall bedeemed for all purposes the same entity that existed before the conversion.
B. When such conversion takes effect:
1. The title to real estate and other property owned by the convertinggeneral partnership remains vested in the converted limited partnership;
2. All obligations of the converting general partnership continue asobligations of the converted limited partnership; and
3. An action or proceeding pending against the converting general partnershipmay be continued as if the conversion had not occurred.
C. A general partner who becomes a limited partner as a result of theconversion remains liable as a general partner for an obligation incurred bythe general partnership before the conversion takes effect. If the otherparty to a transaction with the limited partnership reasonably believes whenentering the transaction that the limited partner is a general partner, thelimited partner is liable for an obligation incurred by the limitedpartnership within 90 days after the conversion takes effect. The limitedpartner's liability for all other obligations of the limited partnershipincurred after the conversion takes effect is that of a limited partner asprovided in this chapter.
D. If the converting general partnership is formed under the laws of theCommonwealth and is registered with the Commission as a registered limitedliability partnership at the time of conversion, the registration as aregistered limited liability partnership shall continue as to the convertedlimited partnership upon the effective date and time of the conversion.
(2007, c. 631.)