2011 West Virginia Code
CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT
ARTICLE 9. CONVERSIONS AND MERGERS.
§31B-9-903. 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 section 9-902(c), all of the partners of the converting partnership continue as members of the limited liability company.
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