§ 55-11A-04. Effects of conversion. - North Carolina Statutes

§ 55‑11A‑04. Effects of conversion.

When the conversion takeseffect:

(1)        The convertingbusiness entity ceases its prior form of organization and continues inexistence as the resulting domestic corporation;

(2)        The title to allreal estate and other property owned by the converting business entitycontinues vested in the resulting domestic corporation without reversion orimpairment;

(3)        All liabilities ofthe converting business entity continue as liabilities of the resultingdomestic corporation;

(4)        A proceeding pendingby or against the converting business entity may be continued as if theconversion did not occur; and

(5)        The interests in theconverting business entity that are to be converted into shares, obligations,or other securities of the resulting domestic corporation or into the right toreceive cash or other property are thereupon so converted, and the formerholders of interests in the converting business entity are entitled only to therights provided in the plan of conversion.

The conversion shall notaffect the liability or absence of liability of any holder of an interest inthe converting business entity for any acts, omissions, or obligations of theconverting business entity made or incurred prior to the effectiveness of theconversion. The cessation of the existence of the converting business entity inits prior form of organization in the conversion shall not constitute adissolution or termination of the converting business entity. (2001‑387, s. 17.)