N.Y. Limited Liability Company Law 1007 – Effect of conversion
§ 1007. Effect of conversion. (a) A partnership or limited partnership that has been converted pursuant to this chapter is for all purposes the same entity that existed before the conversion.
Terms Used In N.Y. Limited Liability Company Law 1007
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- limited partnership: means a limited partnership formed under the laws of this state; and the terms "general partner" "limited partner" and "majority in interest of the limited partners" shall have the meanings assigned to such terms in Article 8-A of the partnership law; and the term "partnership" shall have the meaning assigned to such term in Article 2 of the partnership law. See N.Y. Limited Liability Company Law 1006
- 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.
(b) When a conversion takes effect:
(i) all property, real and personal, tangible and intangible, of the converting partnership or limited partnership remains vested in the converted limited liability company;
(ii) all debts, obligations, liabilities and penalties of the converting partnership or limited partnership continue as debts, obligations, liabilities and penalties of the converted limited liability company;
(iii) any action, suit or proceeding, civil or criminal, then pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; and
(iv) to the extent provided in the agreement of conversion and in this chapter, the partners of a partnership or the general partners and limited partners of a limited partnership shall continue as members in the converted limited liability company.