Kentucky Statutes 362.2-955 – Effect of conversion
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(1) An organization that has been converted pursuant to KRS § 362.2-951 to KRS § 362.2-963 is for all purposes the same entity that existed before the conversion.
(2) When a conversion takes effect:
(a) All property and contract rights owned by, and all rights, privileges, and immunities of, the converting organization shall remain vested in the converted organization without assignment, reversion, or impairment;
(b) All obligations of the converting organization shall continue as obligations of the converted organization;
(c) An action or proceeding pending against the converting organization may be continued as if the conversion had not occurred, and the name of the converted organization may be substituted in any pending action or proceeding for the name of the converting organization; and
(d) Any written organization documents of the converted organization shall be binding upon each person who becomes a partner or member in the converted organization.
(3) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this Commonwealth to enforce any obligation owed by the converting organization if, before the conversion, the converting organization was subject to suit in this Commonwealth on that obligation. A converted organization that is a foreign entity and not authorized to transact business in this Commonwealth 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 KRS § 14A.9-060(4).
(4) A person who becomes a general partner in a limited partnership that is not a limited liability limited partnership as a result of a conversion shall be personally liable as a general partner for only those obligations incurred by the limited partnership after the conversion takes effect.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 20, effective June 8, 2011. — Amended
2010 Ky. Acts ch. 151, sec. 150, effective January 1, 2011. — Created 2006 Ky. Acts ch. 149, sec. 180, effective July 12, 2006.
Formerly codified as KRS § 362.2-1105.
(2) When a conversion takes effect:
Terms Used In Kentucky Statutes 362.2-955
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Contract: A legal written agreement that becomes binding when signed.
- Entity: means a corporation, foreign corporation, not-for-profit corporation, profit and not-for-profit unincorporated associations, business or statutory trust, estate, partnership, limited partnership, trust, two (2) or more persons having a joint or common economic interest, and a state, national, or foreign government. See Kentucky Statutes 362.2-102
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - 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.
- 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.
- Partner: means a limited partner or general partner. See Kentucky Statutes 362.2-102
- 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.
- Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 362.2-102
- 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, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 362.2-102
(a) All property and contract rights owned by, and all rights, privileges, and immunities of, the converting organization shall remain vested in the converted organization without assignment, reversion, or impairment;
(b) All obligations of the converting organization shall continue as obligations of the converted organization;
(c) An action or proceeding pending against the converting organization may be continued as if the conversion had not occurred, and the name of the converted organization may be substituted in any pending action or proceeding for the name of the converting organization; and
(d) Any written organization documents of the converted organization shall be binding upon each person who becomes a partner or member in the converted organization.
(3) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this Commonwealth to enforce any obligation owed by the converting organization if, before the conversion, the converting organization was subject to suit in this Commonwealth on that obligation. A converted organization that is a foreign entity and not authorized to transact business in this Commonwealth 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 KRS § 14A.9-060(4).
(4) A person who becomes a general partner in a limited partnership that is not a limited liability limited partnership as a result of a conversion shall be personally liable as a general partner for only those obligations incurred by the limited partnership after the conversion takes effect.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 20, effective June 8, 2011. — Amended
2010 Ky. Acts ch. 151, sec. 150, effective January 1, 2011. — Created 2006 Ky. Acts ch. 149, sec. 180, effective July 12, 2006.
Formerly codified as KRS § 362.2-1105.