[§428-902] Conversion of partnerships or limited partnerships to limited liability company. [For repeal on July 1, 2000, see L 1999, c 280, §24.] (a) A domestic partnership or domestic limited partnership may be converted into a domestic limited liability company pursuant to this section.
(b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company shall be approved by all of the partners or by the number or percentage of the partners required for conversion in the partnership agreement.
(c) An agreement of conversion approved under subsection (b) shall set forth the terms and conditions of the conversion of the interests of the general partners in the case of a general partnership and the interests of the general partners and limited partners in the case of limited partnership, being converted into interests in the limited liability company and any cash or other consideration to be paid or delivered as a result of the conversion or any combination thereof.
(d) Upon compliance with subsection (b) and section 428-908, the general partnership or limited partnership shall file articles of organization in the office of the director which satisfy the requirements of section 428-203 and contain:
(1) A statement that the general partnership or limited partnership was converted to a limited liability company;
(2) The name of the former partnership or limited partnership;
(3) A statement detailing the approvals by the general partners in the case of a general partnership conversion, and the general partners and limited partners in the case of a limited partnership conversion, noting the respective votes taken required to approve the conversion under subsection (b);
(4) A statement of cancellation of the partnership registration statement in the case of a general partnership conversion, or a statement of cancellation of the certificate of limited partnership in the case of a limited partnership conversion, specifying an effective date as provided in subsection (f) if the effective date is not to be the date of filing; and
(5) A statement of compliance with section 428-908.
(e) In the case of a general or limited partnership, the filing of the articles of organization under subsection (d) cancels the partnership registration statement or the certificate of limited partnership.
(f) A conversion becomes effective upon the filing of the articles of organization or upon the time and date subsequent to the filing as set forth in the articles but not more than thirty days after being filed.
(g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a general partner for any obligation incurred by the general partnership or limited partnership before the conversion has taken effect. A general partner's liability for all obligations of the limited liability company incurred after the conversion becomes effective shall be that of a member of the limited liability company.
(h) A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect. [L 1996, c 92, pt of §1]