275.375 Effect of conversion.
(1)
(2)
A partnership or limited partnership that has been converted pursuant to this chapter
shall be for all purposes the same entity that existed before the conversion.
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 limited liability company without assignment,
reversion, or impairment;
(b) All obligations of the converting partnership or limited partnership shall
continue as obligations of the converted limited liability company;
(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 limited liability company may be substituted in any
pending action or proceeding for the name of the converting partnership or
limited partnership; and
(d) The written operating agreement of the converted limited liability company
shall be binding upon each person who becomes a member of the limited
liability company.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 125, effective July 15,
2010. -- Amended 2007 Ky. Acts ch. 137, sec. 125, effective June 26, 2007. -Created 1994 Ky. Acts ch. 389, sec. 75, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which
reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed
effective as of June 26, 2007, and those provisions are hereby made expressly
retroactive to that date, with the remainder of the text of those sections being
unaffected by the provisions of this section."
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