Kentucky Statutes 362.1-904 – Effect of conversion — Entity unchanged
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(1) A converted organization that has been converted pursuant to KRS § 362.1-901 to
362.1-908 is for all purposes the same entity that existed before the conversion. (2) When a conversion takes place:
(a) All property and contract rights owned by, and all rights, privileges, and immunities of, the converting organization shall remain vested in the converted organization without assignment, reversions, or impairment and without the converting organization having been dissolved;
(b) All obligations of the converting partnership organization shall continue as obligations of the converted organization;
(c) An action or proceeding pending against the converting partnership organization may be continued as if the organization had not occurred, and the name of the converted organization may be substituted in any pending action or proceeding for the name of the converting organization;
(d) Any written partnership agreement of the converted partnership or limited partnership shall be binding upon each person who becomes a partner in the converted partnership or limited partnership; and
(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
(3) Unless otherwise provided in the partnership agreement, a partner has no right to dissent from a conversion.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 119, effective July 12, 2012. — Created
2006 Ky. Acts ch. 149, sec. 64, effective July 12, 2006.
362.1-908 is for all purposes the same entity that existed before the conversion. (2) When a conversion takes place:
Terms Used In Kentucky Statutes 362.1-904
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Contract: A legal written agreement that becomes binding when signed.
- Entity: means a corporation, foreign corporation, not-for-profit corporation, profit or not-for-profit unincorporated association, business or statutory trust, estate, partnership, limited partnership, trust, two (2) or more persons having a joint or common economic interest, and a state, national, or foreign government. See Kentucky Statutes 362.1-101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS §. See Kentucky Statutes 362.1-101
- Partnership agreement: means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Kentucky Statutes 362.1-101
- Person: means an individual, an entity, or any other legal or commercial entity. See Kentucky Statutes 362.1-101
- Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Kentucky Statutes 362.1-101
(a) All property and contract rights owned by, and all rights, privileges, and immunities of, the converting organization shall remain vested in the converted organization without assignment, reversions, or impairment and without the converting organization having been dissolved;
(b) All obligations of the converting partnership organization shall continue as obligations of the converted organization;
(c) An action or proceeding pending against the converting partnership organization may be continued as if the organization had not occurred, and the name of the converted organization may be substituted in any pending action or proceeding for the name of the converting organization;
(d) Any written partnership agreement of the converted partnership or limited partnership shall be binding upon each person who becomes a partner in the converted partnership or limited partnership; and
(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
(3) Unless otherwise provided in the partnership agreement, a partner has no right to dissent from a conversion.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 119, effective July 12, 2012. — Created
2006 Ky. Acts ch. 149, sec. 64, effective July 12, 2006.