US Laws, Codes, Statutes & Cases

53-19-61. Conversions and mergers; effect of conversion.

A.     A corporation, partnership, limited liability company or limited partnership that has been converted pursuant to Section 53-19-60 or 53-19-60.1 NMSA 1978 is for all purposes the same entity that existed before the conversion.   

B.     When a conversion takes effect:   

(1)     all property owned by the converting entity is vested in the converted entity;   

(2)     all debts, liabilities and other obligations of the converting entity continue as obligations of the converted entity;   

(3)     an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;   

(4)     except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting entity are vested in the converted entity; and   

(5)     except as otherwise provided in the agreement of conversion under Subsection C of Section 53-19-60 NMSA 1978, all of the owners of the converting entity continue as owners of the converted entity.