Section 10-8A-903

(b) Notwithstanding a provision to the contrary in a limited partnership agreement, articles (or certificate) of incorporation, by-laws, articles of organization, operating agreement, regulations or other agreements, the terms and conditions of a conversion of a limited partnership, corporation or limited liability company to a partnership must be approved by all of the partners, shareholders or members.

(c) After the conversion is approved by the partners, shareholders or members, the limited partnership, corporation or limited liability company shall cancel its certificate of limited partnership in the case of a limited partnership, and file articles of dissolution in the case of a corporation or limited liability company. The cancellation of certificates of limited partnership or articles of dissolution must include:

(1) a statement that the limited partnership, corporation or limited liability company was converted to a partnership; and

(2) the name of the partnership.

(d) The conversion takes effect when the certificate of limited partnership is canceled in the case of a limited partnership or articles of dissolution are filed in the case of a corporation or limited liability company.

(e) A limited partner, shareholder or member who becomes a general partner as a result of the conversion remains liable only as a limited partner, shareholder or member for an obligation incurred by the limited partnership, corporation or limited liability company before the conversion takes effect. Subject to the provisions of Section 10-8A-306, a limited partner, shareholder or member who becomes a general partner as a result of the conversion is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.

Section 10-8A-903

Conversion of limited partnership, corporation or limited liability company to partnership.

(Acts 1996, No. 96-528, p. 685, §1.)