Section 10-9B-1102

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

(a) A limited partnership may be converted to a general partnership, corporation or limited liability company, or a foreign limited partnership pursuant to this section.

(b) The terms and conditions of a conversion of a limited partnership to a general partnership, corporation, limited liability company, or foreign limited partnership must be approved by all of the partners or as otherwise provided in the partnership agreement.

(c) After the conversion is approved by the partners:

(1) Articles (or certificate) of incorporation, articles of organization, certificate of limited partnership, or any corresponding constituent instrument shall be filed in the jurisdiction in which the corporation, limited liability company, or foreign limited partnership is to be formed. Any such articles or certificate must include:

(i) A statement that the business entity was converted from a limited partnership;

(ii) Its former name; and

(iii) A statement that the conversion was approved by all of the partners or a statement of the requirements of the partnership agreement for a conversion and a statement of compliance with those requirements; and

(2) A certificate of cancellation of the limited partnership's certificate of limited partnership shall be filed pursuant to Section 10-9B-203 hereof. The certificate of cancellation must include:

(i) A statement that the limited partnership was converted to a general partnership, corporation, limited liability company, or foreign limited partnership, as the case may be; and

(ii) The name of the limited partnership.

(d) The conversion takes effect upon the later of:

(1) The filing of the articles (or certificate) of incorporation, articles of organization, certificate of limited partnership, or any corresponding constituent instrument, if any, required for the form of business entity into which the limited partnership is to be converted;

(2) The filing of the certificate of cancellation of the limited partnership; or

(3) At any later date specified in the certificate of cancellation of the limited partnership.

(e) A general partner who becomes a shareholder, member, or limited partner of a foreign limited partnership as a result of the conversion remains liable as a general partner for an obligation incurred by the limited partnership before the conversion takes effect. If another party to a transaction with a corporation, limited liability company, or foreign limited partnership reasonably believes when entering the transaction that the shareholder, member, or limited partner of such foreign limited partnership is a general partner, the shareholder, member, or limited partner of such foreign limited partnership is liable for an obligation for which such general partner would be personally liable under Section 10-9B-403, incurred by the corporation, limited liability company, or foreign limited partnership within 90 days after the conversion takes effect. The shareholder's, member's, or limited partner's liability for all other obligations of the corporation, limited liability company, or foreign limited partnership incurred after the conversion takes effect is that of a shareholder, member, or limited partner as provided in the jurisdiction in which the corporation, limited liability company, or foreign limited partnership is formed.

(Act 97-921, 1st Ex. Sess., p. 335, § 1.)