North Carolina § 59-1053 - Effects of conversion.

§ 59-1053. Effects of conversion.

When the conversion takes effect: The converting business entity ceases its prior form of organization and continues in existence as the resulting domestic limited partnership; The title to all real estate and other property owned by the converting business entity continues vested in the resulting domestic limited partnership without reversion or impairment; All liabilities of the converting business entity continue as liabilities of the resulting domestic limited partnership; A proceeding pending by or against the converting business entity may be continued as if the conversion did not occur; and The interests in the converting business entity that are to be converted into interests, obligations, or securities of the resulting domestic limited partnership or into the right to receive cash or other property are thereupon so converted, and the former holders of interests in the converting business entity are entitled only to the rights provided in the plan of conversion. The conversion shall not affect the liability or absence of liability of any holder of an interest in the converting business entity for any acts, omissions, or obligations of the converting business entity made or incurred prior to the effectiveness of the conversion. The cessation of the existence of the converting business entity in its prior form of organization in the conversion shall not constitute a dissolution or termination of the converting business entity. History (1999-369, s. 4.8; 2000-140, s. 101(s).) Editor's Note. - Session Laws 1999-369 s. 4.8, enacted this section as G.S. 59-1010; it was recodified as G.S. 59-1053 at the direction of the Revisor of Statutes. §§ 59-1054 through 59-1057: Recodified as §§ 59-1070 through 59-1073 by Session Laws 2001-387, s. 143.