2011 Connecticut Code
Title 34 Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 Limited Liability Companies
Sec. 34-200. Effect of conversion.

      Sec. 34-200. Effect of conversion. (a) A general or limited partnership that has been converted to a limited liability company pursuant to section 34-199 shall be deemed for all purposes the same entity that existed before the conversion, except that the converted entity, its members and managers shall be governed solely by the provisions of sections 34-100 to 34-242, inclusive.

      (b) The conversion shall take effect upon the formation of the limited liability company as provided by section 34-123. Upon such effective date: (1) All property owned by the converting general or limited partnership remains vested in the converted entity; (2) all obligations of the converting general or limited partnership continue as obligations of the converted entity; (3) an action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred; (4) an action or proceeding pending against any person in such person's capacity as a general partner in a converting general or limited partnership may be continued as if the conversion had not occurred; and (5) all liabilities of any person in such person's capacity as a general partner in a converting general or limited partnership, notwithstanding the value of the assets of the converting general or limited partnership on such effective date, shall continue as liabilities of such person, except as may be provided in the operating agreement with respect to those liabilities of such person to other members of the limited liability company that has been converted pursuant to section 34-199.

      (c) In the case of a limited partnership that has been converted pursuant to section 34-199, the articles of organization filed pursuant to said section shall serve as a certificate of cancellation of the converting limited partnership pursuant to section 34-32a.

      (P.A. 94-217, S. 6, 40; P.A. 97-70, S. 9, 11.)

      History: P.A. 94-217 effective July 1, 1995; P.A. 97-70 amended Subsec. (b) to make the conversion take effect "upon the formation of the limited liability company" rather than "upon endorsement of the Secretary of the State", effective May 27, 1997.

      Subsec. (b):

      Conversion does not automatically allow converted entity to be a party in original entity's foreclosure action. 53 CA 785.