West Virginia Code 31B-9-903 – Effect of conversion; entity unchanged
(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
Terms Used In West Virginia Code 31B-9-903
- 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.
(b) When a conversion takes effect:
(1) All property owned by the converting partnership or limited partnership vests in the limited liability company;
(2) All debts, liabilities and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;
(3) An action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;
(4) 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
(5) Except as otherwise provided in the agreement of conversion under section 9-902(c), all of the partners of the converting partnership continue as members of the limited liability company.