Montana Code 35-8-1211. Effect of conversion — entity unchanged — part not exclusive
35-8-1211. Effect of conversion — entity unchanged — part not exclusive. (1) A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion.
Terms Used In Montana Code 35-8-1211
- 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 or comparable law of another jurisdiction. 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.
- Property: means real and personal property. See Montana Code 1-1-205
(2)When a conversion takes effect:
(a)all property owned by the converting partnership or limited partnership vests in the limited liability company;
(b)all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;
(c)an action or proceeding pending by or against the converting partnership or limited partnership 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 partnership or limited partnership vest in the limited liability company; and
(e)except as otherwise provided in the agreement of conversion under 35-8-1210(3), all of the partners of the converting partnership continue as members of the limited liability company.
(3)The provisions of this part do not preclude an entity from being converted or merged under other provisions of law.