Maine Revised Statutes Title 31 Sec. 1435 – Effect of conversion
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1. Same entity. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.
[PL 2005, c. 543, Pt. C, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1435
- Converted organization: means the organization into which a converting organization converts pursuant to sections 1432 to 1435. See Maine Revised Statutes Title 31 Sec. 1431
- Converting organization: means an organization that converts into another organization pursuant to section 1432. See Maine Revised Statutes Title 31 Sec. 1431
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organization: includes domestic and foreign organizations whether or not organized for profit. See Maine Revised Statutes Title 31 Sec. 1431
- 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.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Maine Revised Statutes Title 31 Sec. 1302
2. Effect of conversion. When a conversion takes effect:
A. All property owned by the converting organization remains vested in the converted organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. All debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of subchapter 8. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
3. Foreign organization; Secretary of State as agent. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting organization, if before the conversion the converting organization was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of conversion under section 1434, subsection 1, paragraph A, subparagraph (6).
[PL 2007, c. 323, Pt. F, §34 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §34 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).