South Carolina Code 33-11-114. When conversion takes effect
(b) When a conversion takes effect:
Terms Used In South Carolina Code 33-11-114
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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.
(1) all property owned by the converting corporation vests in the partnership or limited partnership;
(2) all debts, liabilities, and other obligations of the converting corporation continue as obligations of the partnership or limited partnership;
(3) an action or proceeding pending by or against the converting corporation may be continued as if the conversion has not occurred;
(4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting corporation vest in the partnership or limited partnership; and
(5) except as otherwise provided in the agreement of conversion pursuant to § 33-11-113(c), all of the shareholders of the converting corporation continue as either general partners or limited partners of the general or limited partnership and as specified in accord with the plan of conversion.