2011 South Dakota Code
Title 47 CORPORATIONS
Chapter 34A. Uniform Limited Liability Company Act
§47-34A-903 Effect of conversion; entity unchanged.
47-34A-903. Effect of conversion; entity unchanged. (a) A partnership or limited partnership 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 partnership or limited partnership vests in the limited liability company;
(2) All debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;
(3) An action or proceeding pending by or against the converting partnership or limited partnership 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 partnership or limited partnership vest in the limited liability company; and
(5) Except as otherwise provided in the agreement of conversion under § 47-34A-902(c), all of the partners of the converting partnership continue as members of the limited liability company.
Source: SL 1998, ch 272, § 903.
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