§ 59-73.13. Effects of conversion. - North Carolina Statutes

§ 59‑73.13.  Effects ofconversion.

(a)        When the conversiontakes effect:

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

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

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

(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 interests,obligations, or securities of the resulting domestic partnership or into theright to receive cash or other property are thereupon so converted, and theformer holders of interests in the converting business entity are entitled onlyto 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 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.

(b)        When the conversiontakes effect, the resulting domestic partnership is deemed:

(1)        To agree that it maybe served with process in this State for enforcement of (i) any obligation ofthe converting business entity and (ii) any obligation of the resultingdomestic partnership 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 clerk authorizedby the Secretary of State to accept service of process, duplicate copies of theprocess and the fee required by G.S. 59‑35.2. Upon receipt of service ofprocess on behalf of a resulting domestic partnership in the manner providedfor in this section, the Secretary of State shall immediately mail a copy ofthe process by registered or certified mail, return receipt requested, to theresulting domestic partnership. If the resulting domestic partnership is aregistered limited liability partnership, the address for mailing shall be itsprincipal office or, if there is no principal office on file, its registeredoffice. If the resulting domestic partnership is not a registered limitedliability partnership, the address for mailing shall be the mailing addressdesignated pursuant to G.S. 59‑73.12(a)(2). (2001‑387, s. 108; 2001‑387,s. 170(c).)