Montana Code 35-12-1505. Effect of conversion
35-12-1505. Effect of conversion. (1) An organization that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion.
Terms Used In Montana Code 35-12-1505
- Converted organization: means the organization into which a converting organization converts pursuant to 35-12-1502 through 35-12-1505. See Montana Code 35-12-1501
- Converting limited partnership: means a converting organization that is a limited partnership. See Montana Code 35-12-1501
- Converting organization: means an organization that converts into another organization pursuant to 35-12-1502. See Montana Code 35-12-1501
- 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 a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; a limited liability company; a business trust; a corporation; or any other person having a governing statute. See Montana Code 35-12-1501
- 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.
- Property: means real and personal property. See Montana Code 1-1-205
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
(2)When a conversion takes effect:
(a)all property owned by the converting organization remains vested in the converted organization;
(b)all debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(c)an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(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; and
(e)except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
(3)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 limited partnership if before the conversion the converting limited partnership 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 appoints the secretary of state as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in 35-7-113.