§ 59-73.23. Effects of conversion. - North Carolina Statutes

§ 59‑73.23.  Effects ofconversion.

(a)        When the conversiontakes effect:

(1)        The convertingdomestic partnership 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 partnershipcontinues vested in the resulting business entity without reversion orimpairment;

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

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

(5)        The interests in theconverting domestic partnership 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 formerholders of interests in the converting domestic partnership 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 domestic partnership for any acts, omissions, or obligations ofthe converting domestic partnership made or incurred prior to the effectivenessof the conversion. The cessation of the existence of the converting domesticpartnership in its form of organization as a domestic partnership in theconversion shall not constitute a dissolution or termination of the convertingdomestic partnership.

(b)        If the resultingbusiness entity is not a domestic corporation, a domestic limited partnership,or a domestic limited liability company, when the conversion takes effect theresulting business entity is deemed:

(1)        To agree that it maybe served with process in this State for enforcement of (i) any obligation ofthe converting domestic partnership and (ii) any obligation of the resultingbusiness 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. 59‑35.2. Upon receiptof service of process on behalf of a resulting business entity in the mannerprovided for in this section, the Secretary of State shall immediately mail acopy of the process by registered or certified mail, return receipt requested,to the resulting business entity. If the resulting business entity isauthorized to transact business or conduct affairs in this State, the addressfor mailing shall be its principal office designated in the latest documentfiled with the Secretary of State that is authorized by law to designate theprincipal office or, if there is no principal office on file, its registeredoffice. If the resulting business entity is not authorized to transact businessor conduct affairs in this State, the address for mailing shall be the mailingaddress designated pursuant to G.S. 59‑73.22(a)(2). (2001‑387, ss. 111,170(c); 2001‑487, s. 62(v).)