(a) A general or limited partnership that has been converted pursuant to § 48-204-101 shall be deemed for all purposes the same entity that existed before the conversion.
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Terms Used In Tennessee Code 48-204-102

  • Articles of conversion: means the form of articles provided for in chapter 204 of this title creating a new LLC and evidencing the conversion of an existing partnership or corporation to the new LLC which shall have all of the assets and liabilities of the former partnership. See Tennessee Code 48-202-101
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • Operating agreement: means a written agreement described in §. See Tennessee Code 48-202-101
  • 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.
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
(b) When a conversion takes effect:

(1) All property owned by the converting general or limited partnership remains vested in the converted entity;
(2) All obligations of the converting general or limited partnership continue as obligations of the converted entity; and
(3) An action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred.
(c) The converting general or limited partnership shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such general or limited partnership.
(d) The partnership interests of the partners in the converting partnership, including interests in capital accounts, profits, losses and distributions, unless otherwise agreed to by the unanimous consent of all partners or such other number or percentage as provided in the partnership agreement, shall become the membership interests of the members in the converted entity, unless the articles of conversion or the operating agreement otherwise provide.
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