275.377 Effect of conversion of corporation to limited liability company.
(1)
(2)
A limited liability company 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 corporation shall remain vested in the converted
limited liability company without assignment, reversion, or impairment;
(b) All obligations of the converting corporation shall continue as obligations of
the converted limited liability company;
(c) An action or proceeding pending against the converting corporation 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 corporation; 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: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 18, effective June 8, 2011. -- Repealed
and reenacted 2010 Ky. Acts ch. 51, sec. 17, effective July 15, 2010. -- Created 2007
Ky. Acts ch. 137, sec. 17, effective June 26, 2007.
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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