2017 New York Laws
LLC - Limited Liability Company Law
Article 10 - Mergers
1007 - Effect of Conversion.
1007. Effect of conversion. (a) A partnership or limited partnership that has been converted pursuant to this chapter is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(i) all property, real and personal, tangible and intangible, of the converting partnership or limited partnership remains vested in the converted limited liability company;
(ii) all debts, obligations, liabilities and penalties of the converting partnership or limited partnership continue as debts, obligations, liabilities and penalties of the converted limited liability company;
(iii) any action, suit or proceeding, civil or criminal, then pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; and
(iv) to the extent provided in the agreement of conversion and in this chapter, the partners of a partnership or the general partners and limited partners of a limited partnership shall continue as members in the converted limited liability company.
