Section 10-9B-1103

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

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

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

(c) After the conversion is approved by the partners, shareholders, or members:

(1) A corporation, limited liability company, or foreign limited partnership converting to a domestic limited partnership shall file articles of dissolution in the case of a corporation or limited liability company or cancel its certificate in the case of a foreign limited partnership. The articles of dissolution or cancellation of certificate of limited partnership must include:

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

(ii) The name of the limited partnership, and where its certificate of limited partnership is being filed.

(2) The limited partnership shall file a certificate of limited partnership complying with Section 10-9B-201.

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

(1) When any such articles of dissolution or certificate of cancellation are filed in the case of a corporation, limited liability company, or foreign limited partnership pursuant to subsection (c)(1) above;

(2) When such certificate of limited partnership is filed pursuant to subsection (c)(2) above; or

(3) At such later date as may be set forth in such certificate of limited partnership.

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

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