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362.1-904 Effect of conversion -- Entity unchanged.
(1)
(2)
(3)
A converted organization that has been converted pursuant to KRS 362.1-901 to
362.1-908 is for all purposes the same entity that existed before the conversion.
When a conversion takes place:
(a) All property and contract rights owned by, and all rights, privileges, and
immunities of, the converting organization shall remain vested in the
converted organization without assignment, reversions, or impairment and
without the converting organization having been dissolved;
(b) All obligations of the converting partnership organization shall continue as
obligations of the converted organization;
(c) An action or proceeding pending against the converting partnership
organization may be continued as if the organization had not occurred, and the
name of the converted organization may be substituted in any pending action
or proceeding for the name of the converting organization;
(d) Any written partnership agreement of the converted partnership or limited
partnership shall be binding upon each person who becomes a partner in the
converted partnership or limited partnership; and
(e) Except as otherwise provided in the plan of conversion, the terms and
conditions of the plan of conversion take effect.
Unless otherwise provided in the partnership agreement, a partner has no right to
dissent from a conversion.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 119, effective July 12, 2012. -- Created
2006 Ky. Acts ch. 149, sec. 64, effective July 12, 2006.
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