§ 55-11A-13. Effects of conversion. - North Carolina Statutes

§ 55‑11A‑13. Effects of conversion.

(a)        When the conversiontakes effect:

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

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

(3)        All liabilities ofthe converting domestic corporation continue as liabilities of the resultingbusiness entity;

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

(5)        The shares in theconverting domestic corporation that are to be converted into interests,obligations, or securities of the resulting business entity or into the rightto receive cash or other property are thereupon so converted, and the formershareholders of the converting domestic corporation are entitled only to therights provided in the plan of conversion or any rights they may have underArticle 13 of this Chapter; and

(6)        The resultingbusiness entity is deemed to agree that it will promptly pay to the dissentingformer shareholders of the converting domestic corporation the amount, if any,to which they are entitled under Article 13 of this Chapter and otherwise tocomply with the requirements of Article 13 as if it were a domesticcorporation.

The conversion shall notaffect the liability or absence of liability of any shareholder of theconverting domestic corporation for any acts, omissions, or obligations of theconverting domestic corporation made or incurred prior to the effectiveness ofthe conversion. The cessation of the existence of the converting domesticcorporation in its form of organization as a domestic corporation in theconversion shall not constitute a dissolution or termination of the convertingdomestic corporation.

(b)        If the resultingbusiness entity is not a domestic limited liability company or a domesticlimited partnership, when the conversion takes effect the resulting businessentity is deemed:

(1)        To agree that it maybe served with process in this State for enforcement of (i) any obligation ofthe converting domestic corporation, the rights of dissenting shareholders ofthe converting domestic corporation under Article 13 of this Chapter, and (iii)any obligation of the resulting business entity arising from the conversion;and

(2)        To have appointedthe Secretary of State as its agent for service of process in any proceedingdescribed in subdivision (1) of this subsection. Service on the Secretary ofState of any such process shall be made by delivering to and leaving with theSecretary of State, or with any clerk authorized by the Secretary of State toaccept service of process, duplicate copies of the process and the fee requiredby G.S. 55‑1‑22(b). Upon receipt of service of process on behalf ofa resulting business entity in the manner provided for in this section, theSecretary of State shall immediately mail a copy of the process by registeredor certified mail, return receipt requested, to the resulting business entity.If the resulting business entity is authorized to transact business or conductaffairs in this State, the address for mailing shall be its principal officedesignated in the latest document filed with the Secretary of State that isauthorized by law to designate the principal office or, if there is noprincipal office on file, its registered office. If the resulting businessentity is not authorized to transact business or conduct affairs in this State,the address for mailing shall be the mailing address designated pursuant toG.S. 55‑11A‑12(a)(2). (2001‑387, s. 17.)