Montana Code 35-8-1210. Conversion of partnership or limited partnership to limited liability company
35-8-1210. Conversion of partnership or limited partnership to limited liability company. (1) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.
Terms Used In Montana Code 35-8-1210
- Articles of organization: means articles filed pursuant to 35-8-201 and those articles as amended or restated. See Montana Code 35-8-102
- General partner: means a partner in a partnership and a general partner in a limited partnership. See Montana Code 35-8-1205
- Limited partner: means a limited partner in a limited partnership. See Montana Code 35-8-1205
- Limited partnership: means a limited partnership formed under the laws of this state or comparable law of another jurisdiction. See Montana Code 35-8-1205
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- 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 general partner or a limited partner. See Montana Code 35-8-1205
- Partnership: means a general partnership formed under the laws of this state or comparable law of another jurisdiction. See Montana Code 35-8-1205
- 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 agreement: means an agreement among the partners of a partnership or a limited partnership. See Montana Code 35-8-1205
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Montana Code 35-8-102
(2)The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement.
(3)An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination of interests, cash, or other consideration.
(4)After a conversion is approved under subsection (2), the partnership or limited partnership shall file articles of organization and all filing fees in the office of the secretary of state that satisfy the requirements of 35-8-202 and that contain:
(a)a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership;
(b)its former name;
(c)a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (2); and
(d)in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date on which the conversion took effect.
(5)In the case of a limited partnership, the filing of articles of organization under subsection (4) cancels its certificate of limited partnership as of the date on which the conversion took effect.
(6)A conversion takes effect when the articles of organization are filed in the office of the secretary of state or at any later date specified in the articles of organization.
(7)A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for any obligation incurred by the partnership or limited partnership before the conversion takes effect.
(8)A general partner’s liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company.
(9)A limited partner who becomes a member as a result of a conversion remains liable for obligations of the limited partnership only to the extent that the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.