§ 57C-9A-13. Effects of conversion. - North Carolina Statutes

§ 57C‑9A‑13. Effects of conversion.

(a)        When the conversiontakes effect:

(1)        The convertingdomestic limited liability company ceases its prior form of organization andcontinues in existence as the resulting business entity;

(2)        The title to allreal estate and other property owned by the converting domestic limitedliability company continues vested in the resulting business entity withoutreversion or impairment;

(3)        All liabilities ofthe converting domestic limited liability company continue as liabilities ofthe resulting business entity;

(4)        A proceeding pendingby or against the converting domestic limited liability company may becontinued as if the conversion did not occur; and

(5)        The interests in theconverting domestic limited liability company that are to be converted intointerests, obligations, or securities of the resulting business entity or intothe right to receive cash or other property are thereupon so converted, and theformer holders of interests in the converting domestic limited liabilitycompany are entitled only to the rights provided in the plan of conversion.

The conversion shall notaffect the liability or absence of liability of any holder of an interest inthe converting domestic limited liability company for any acts, omissions, orobligations of the converting domestic limited liability company made orincurred prior to the effectiveness of the conversion. The cessation of theexistence of the converting domestic limited liability company in its form oforganization as a domestic limited liability company in the conversion shallnot constitute a dissolution or termination of the converting domestic limitedliability company.

(b)        If the resultingbusiness entity is not a domestic corporation or a domestic limitedpartnership, when the conversion takes effect the resulting business entity isdeemed:

(1)        To agree that it maybe served with process in this State for enforcement of (i) any obligation ofthe converting domestic limited liability company and (ii) any obligation of theresulting business entity arising from the conversion; and

(2)        To have appointedthe Secretary of State as its agent for service of process in any suchproceeding. Service on the Secretary of State of any such process shall be madeby delivering to and leaving with the Secretary of State, or with any clerkauthorized by the Secretary of State to accept service of process, duplicatecopies of the process and the fee required by G.S. 57C‑1‑22(b).Upon receipt of service of process on behalf of a resulting business entity inthe manner provided for in this section, the Secretary of State shallimmediately mail a copy of the process by registered or certified mail, returnreceipt requested, to the resulting business entity. If the resulting businessentity is authorized to transact business or conduct affairs in this State, theaddress for mailing shall be its principal office designated in the latestdocument filed with the Secretary of State that is authorized by law todesignate the principal office or, if there is no principal office on file, itsregistered office. If the resulting business entity is not authorized totransact business or conduct affairs in this State, the address for mailingshall be the mailing address designated pursuant to G.S. 57C‑9A‑12(a)(2).(2001‑387,s. 96.)