New Hampshire § 304-A-56 - Section 304-A:56 Conversion of Partnership to Limited Partnership or Limited Liability Company.

§ 304-A-56. Section 304-A:56 Conversion of Partnership to Limited Partnership or Limited Liability Company.

I. A partnership may be converted to a limited partnership or a limited liability company pursuant to this section. II. The terms and conditions of a conversion of a partnership to a limited partnership or a limited liability company must be approved by all of the partners. III. After the conversion is approved by the partners, the partnership shall file a certificate of conversion together with a certificate of limited partnership, in the case of a conversion to a limited partnership, or a certificate of formation, in the case of a conversion to a limited liability company, in the jurisdiction in which the limited partnership or the limited liability company is to be formed and in accordance with the laws applicable to such other entity. The certificate of conversion must include: (a) A statement that the partnership was converted to a limited partnership or a limited liability company from a partnership; (b) Its former name; and (c) A statement that all of the partners approved the conversion. IV. The conversion takes effect upon the effective date and time of the certificate of limited partnership or the certificate of formation of the limited liability company, as the case may be. V. A general partner who becomes a limited partner of a limited partnership or a member of a limited liability company as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership or limited liability company reasonably believes when entering the transaction that the limited partner or member is a general partner, the limited partner or member is liable for an obligation incurred by the limited partnership or limited liability company within 90 days after the conversion takes effect. The liability of the limited partner or member for all other obligations of the limited partnership or the limited liability company incurred after the conversion takes effect is that of a limited partner or a member, as the case may be, as provided in RSA 304-B and RSA 304-C.