805 ILCS 415/206
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 415/ - Entity Omnibus Act.|Article 2 - Conversion

(805 ILCS 415/206)Sec. 206. Effect of conversion.(a) When a conversion becomes effective:(1) the converted entity is:(A) organized under and subject to the organic         law of the converted entity; and(B) the same entity without interruption as the         converting entity, even though the organic law of the converted entity to require or allow the name of the converted entity may be modified;(2) all property of the converting entity continues     to be vested in the converted entity without assignment, reversion, or impairment;(3) all liabilities of the converting entity continue     as liabilities of the converted entity;(4) except as provided by law other than this Act or     the plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;(5) the name of the converted entity may be     substituted for the name of the converting entity in any pending action or proceeding;(6) if a converted entity is a filing entity, its     public organic document is effective and is binding on its interest holders;(7) if the converted entity is a limited liability     partnership, its statement of qualification is effective simultaneously;(8) the private organic rules of the converted entity     that are to be in a record, if any, approved as part of the plan of conversion are effective and are binding on and enforceable by:(A) its interest holders; and(B) in the case of a converted entity that is not         a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity's private organic rules; and(9) the interests in the converting entity are     converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under Section 109 and the converting entity's organic law.(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the converting entity.(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.(d) When a conversion becomes effective:(1) the conversion does not discharge any interest     holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;(2) a person does not have interest holder liability     under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;(3) the organic law of a domestic converting entity     continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the conversion had not occurred; and(4)  a person has whatever rights of contribution     from any other person as are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under paragraph (1) as if the conversion had not occurred.(e) When a conversion becomes effective, a foreign entity that is the converted entity:(1) may be served with process in this State for the     collection and enforcement of any of its liabilities; and(2) appoints the Secretary of State as its agent for     service of process for collecting or enforcing those liabilities.(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity is canceled when the conversion becomes effective.(g)  A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.    (Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)