2006 Kentucky Revised Statutes - .1105   Effect of conversion.

362.2-1105 Effect of conversion. (1) An organization that has been converted pursuant to KRS 362.2-1101 to 362.2-1113 is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a)  All property and contract rights owned by, and all rights, privileges, and immunities of, the converting partnership or limited partnership shall remain vested in the converted partnership or limited partnership without assignment, reversion, or impairment; (b)  All obligations of the converting partnership or limited partnership shall continue as obligations of the converted partnership or limited partnership; (c)  An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred, and the name of the converted partnership or limited partnership may be substituted in any pending action or proceeding for the name of the converting partnership or limited partnership; and (d)  Any written partnership agreement of the converted partnership or limited partnership shall be binding upon each person who becomes a partner in the converted partnership or limited partnership. (3) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this Commonwealth to enforce any obligation owed by the converting limited partnership if, before the conversion, the converting limited partnership was subject to suit in this Commonwealth on that obligation. A converted organization that is a foreign entity and not authorized to transact business in this Commonwealth appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in KRS 362.2-117(3) or (4). (4) A person who becomes a general partner in a limited partnership that is not a limited liability limited partnership as a result of a conversion shall be personally liable as a general partner for only those obligations incurred by the limited partnership after the conversion takes effect. Effective: July 12, 2006 History: Created 2006 Ky. Acts ch. 149, sec. 180, effective July 12, 2006. Page 1 of 1