1. An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

Terms Used In Iowa Code 488.1105

  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • 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.
  • 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: includes personal and real property. See Iowa Code 4.1
  • 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, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 488.102
 2. When a conversion takes effect, all of the following apply:

 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.
 e. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
 f. Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of article 8.
 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 section 488.117, subsections 3 and 4.