(a) The conversion takes effect when the articles of organization and conversion of the converting entity filed by the Secretary of State become effective, at which time the following shall occur:
(1) The converting entity ceases its prior form of organization and continues in existence as the surviving entity.
(2) The title to all real estate and other property owned by the converting entity continues to be vested in the surviving entity without reversion or impairment.
(3) All liabilities of the converting entity continue as liabilities of the surviving entity.
(4) A proceeding pending by or against the converting entity remains pending by or against the surviving entity as if the conversion did not occur.
(5) The equity or beneficial ownership interests in the converting entity that are to be converted into ownership interests, obligations, or securities of the surviving entity or into the right to receive cash or other property are thereupon so converted, and the former holders of equity or beneficial ownership interests in the converting entity are entitled only to the rights provided, including by reference, in the plan of conversion and the surviving entity's operating agreement.
(b) The conversion does not affect the liability or absence of liability of an equity or beneficial owner of the converting entity for any acts, omissions, or obligations of the converting entity made or incurred prior to the effectiveness of the conversion. A conversion under this Part does not constitute a dissolution or termination of the converting entity. (2013-157, s. 2.)
Last modified: March 23, 2014