48-204-102 - Effect of conversion. - Tennessee Statutes

48-204-102. Effect of conversion.

(a)  A general or limited partnership that has been converted pursuant to § 48-204-101 shall be deemed for all purposes the same entity that existed before the conversion.

(b)  When a conversion takes effect:

     (1)  All property owned by the converting general or limited partnership remains vested in the converted entity;

     (2)  All obligations of the converting general or limited partnership continue as obligations of the converted entity; and

     (3)  An action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred.

(c)  The converting general or limited partnership shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such general or limited partnership.

(d)  The partnership interests of the partners in the converting partnership, including interests in capital accounts, profits, losses and distributions, unless otherwise agreed to by the unanimous consent of all partners or such other number or percentage as provided in the partnership agreement, shall become the membership interests of the members in the converted entity, unless the articles of conversion or the operating agreement otherwise provide.

[Acts 1994, ch. 868, § 1; 1999, ch. 455, § 5.]