2013 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 9 - ALABAMA UNIFORM LIMITED PARTNERSHIP LAW OF 2010.
Section 10A-9-11.05 - Effect of conversion.

Section 10A-9-11.05Effect of conversion.

(a) An organization that has been converted pursuant to this article 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 organization remains vested in the converted organization;

(2) all debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization and neither the rights of creditors, nor any liens upon the property of the converting organization, shall be impaired by the conversion;

(3) an action or proceeding pending by or against the converting organization 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 organization remain vested in the converted organization;

(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;

(6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of Article 8; and

(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state shall, for purposes of enforcing an obligation under this subsection, be deemed to have consented to the service of process by registered mail addressed to the converted organization at the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if different, the address stated in the plan of conversion. Service under this subsection is made in the same manner and with the same consequences as in Section 10A-9C-1.17.

(d) Unless otherwise agreed, for all purposes of the laws of the State of Alabama, the converting organization shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall constitute a continuation of the existence of the converting organization in the form of the converted entity. The rights, privileges, powers, and interests in property of the converting organization, as well as the debts, liabilities, and duties of the converting organization, shall not be deemed, as a consequence of the conversion, to have been transferred to the converted organization for any purpose of the laws of the State of Alabama. The converting organization shall, for all purposes of the laws of the State of Alabama, be deemed to be the same entity as the converted organization.

(e) A certified copy of any document required to be filed under Section 10A-9-11.04 may be filed in the real estate records in the office of the judge of probate in any county in which the converting organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted organization's title to such real property.

(Act 2009-621, p. 1805, §1.)