2006 Alabama Code - Section 10-8A-902 — Conversion of partnership to limited partnership, corporation or limited liability company.

(a) A partnership may be converted to a limited partnership, corporation or limited liability company pursuant to this section.

(b) The terms and conditions of a conversion of a partnership to a limited partnership, corporation or limited liability company must be approved by all of the partners or as otherwise provided in the partnership agreement.

(c) After the conversion is approved by the partners, a certificate of limited partnership, articles (or certificate) of incorporation, or articles of organization shall be filed in the jurisdiction in which the limited partnership, corporation or limited liability company is to be formed. The certificate or articles must include:

(1) a statement that the partnership was converted to a limited partnership, corporation or limited liability company from a partnership;

(2) its former name; and

(3) a statement that the conversion was approved by all of the partners or a statement of the requirements of the partnership agreement for a conversion and a statement of compliance with those requirements.

(d) The conversion takes effect when the certificate of limited partnership, articles (or certificate) of incorporation, or articles of organization is filed or at any later date specified in the certificate or articles.

(e) A general partner who becomes a limited partner, shareholder or member as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with a limited partnership, corporation or limited liability company reasonably believes when entering the transaction that the limited partner, shareholder or member is a general partner, the limited partner, shareholder or member is liable for an obligation for which such partner would be personally liable under Section 10-8A-306, incurred by the limited partnership, corporation or limited liability company within 90 days after the conversion takes effect. The limited partner's, shareholder's or member's liability for all other obligations of the limited partnership, corporation or limited liability company incurred after the conversion takes effect is that of a limited partner, shareholder or member as provided in the jurisdiction in which the limited partnership, corporation or limited company is formed.

(Acts 1996, No. 96-528, p. 685, §1.)