Maine Revised Statutes Title 31 Sec. 1648 – Effect of conversion
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1. Same organization. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1648
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Converted organization: means the organization into which a converting organization converts pursuant to sections 1645 to 1648. See Maine Revised Statutes Title 31 Sec. 1502
- Converting limited liability company: means a converting organization that is a limited liability company. See Maine Revised Statutes Title 31 Sec. 1502
- Converting organization: means an organization that converts into a converted organization pursuant to section 1645. See Maine Revised Statutes Title 31 Sec. 1502
- Foreign limited liability company: means an organization that is:
A. See Maine Revised Statutes Title 31 Sec. 1502Foreign organization: means an organization that is formed under the laws of a jurisdiction other than this State. See Maine Revised Statutes Title 31 Sec. 1502 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: means , whether domestic or foreign: a partnership, whether general or limited; a limited liability company; a business trust; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a state, county or any other governmental subdivision, agency or instrumentality; or other entity. See Maine Revised Statutes Title 31 Sec. 1502 Service of process: The service of writs or summonses to the appropriate party. State: means a state of the United States, the District of Columbia, the Commonwealth of 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. 1502
2. Effect of conversion. When a conversion takes effect:
A. All property owned by the converting organization remains vested in the converted organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. All debts, obligations or other liabilities of the converting organization continue as debts, obligations or other liabilities of the converted organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred, or the converted organization may be, but need not be, substituted in the action; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
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 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
F. Except as otherwise agreed, the converting organization is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion may not be deemed to constitute a dissolution of that converting organization. When a converting organization has been converted to a limited liability company pursuant to this subchapter, the limited liability company is deemed to be the same organization as the converting organization, and the conversion constitutes a continuation of the existence of the converting organization in the form of a limited liability company; [PL 2011, c. 113, Pt. A, §24 (AMD).]
G. The rights, privileges, powers and interests in property of the converting organization, as well as the debts, liabilities and duties of the converting organization, are not deemed, as a consequence of the conversion, to have been transferred to the converted organization; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
H. If the converted organization is a limited liability company, the existence of the limited liability company is deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated or otherwise came into being. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2011, c. 113, Pt. A, §24 (AMD).]
3. Jurisdiction. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this State on the debt, obligation or other liability. Service of process on a converted organization that is a foreign organization and not authorized to conduct business in this State for purposes of enforcing a debt, obligation or other liability under this subsection may be made in the same manner and has the same consequences as provided in Title 5, chapter 6-A as if the converted organization were a foreign limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §24 (AMD).