2011 Code of Virginia
Title 13.1 CORPORATIONS.
Chapter 12 Virginia Limited Liability Company Act (13.1-1000 thru 13.1-1080)
13.1-1010.2 Effect of conversion; entity unchanged
13.1-1010.2. Effect of conversion; entity unchanged.
A. A general or limited partnership that has been converted pursuant to 13.1-1010.1 shall be deemed for all purposes the same entity that existed before the conversion.
B. When a conversion takes effect:
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; and
3. An action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred.
C. In the case of a domestic limited partnership that has been converted pursuant to 13.1-1010.1, the articles of organization filed pursuant to 13.1-1010.1 shall serve as a certificate of cancellation of the converting limited partnership, and in the case of a domestic partnership that has been converted pursuant to 13.1-1010.1, the articles of organization filed pursuant to 13.1-1010.1 shall, if applicable, serve as a statement of dissolution and a statement of cancellation of registration of the domestic partnership.
(1993, c. 113; 1997, c. 190.)
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