2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-206.2 - Conversion to limited partnership

(a)
A corporation, foreign corporation, limited liability company, foreign limited liability company, foreign limited partnership, general partnership, or foreign general partnership may elect to become a limited partnership. Such election shall require:
(1)
Compliance with Code Section
14-2-1109.1
in the case of a Georgia corporation; or
(2)
Approval of all of its partners, members, or shareholders, or such other approval as may be sufficient under applicable law or the governing documents of the electing entity to authorize such election, in the case of a foreign corporation, limited liability company, foreign limited liability company, foreign limited partnership, general partnership, or foreign general partnership.
(b)
Such election is made by delivery of a certificate of conversion to the Secretary of State for filing. The certificate shall set forth:
(1)
The name and jurisdiction of organization of the entity making the election;
(2)
That the entity elects to become a limited partnership;
(3)
The effective date and time of such election if later than the date and time the certificate of conversion is filed;
(4)
That the election has been approved as required by subsection (a) of this Code section;
(5)
That filed with the certificate of conversion is a certificate of limited partnership that is in the form required by Code Section
14-9-201
, that sets forth a name for the limited partnership that satisfies the requirements of Code Section
14-9-102
, and that shall be the certificate of limited partnership of the limited partnership formed pursuant to such election unless and until modified in accordance with this chapter; and
(6)
A statement setting forth either:
(A)
The manner and basis for converting the ownership interests in the entity making the election into interests as partners of the limited partnership formed pursuant to such election; or
(B)
(i)
That a written limited partnership agreement has been entered into among the persons who will be the partners of the limited partnership formed pursuant to such election;
(ii)
That such limited partnership agreement will be effective immediately upon the effectiveness of such election; and
(iii)
That such limited partnership agreement provides for the manner and basis of such conversion.
(c)
Upon the election becoming effective the:
(1)
Electing entity shall become a limited partnership formed under this chapter by such election except that the existence of the limited partnership so formed shall be deemed to have commenced on the date the entity making the election commenced its existence in the jurisdiction in which such entity was first created, formed, incorporated, or otherwise came into being;
(2)
Ownership interests in the entity making the election shall be converted on the basis stated or referred to in the certificate of conversion in accordance with paragraph (6) of subsection (b) of this Code section;
(3)
Certificate of limited partnership filed with the certificate of conversion shall be the certificate of limited partnership of the limited partnership formed pursuant to such election unless and until amended in accordance with this chapter;
(4)
Governing documents of the entity making the election shall be of no further force or effect;
(5)
Limited partnership formed by such election shall thereupon and thereafter possess all of the rights, privileges, immunities, franchises, and powers of the entity making the election; all property, real, personal, and mixed, all contract rights, and all debts due to such entity, as well as all other choses in action, and each and every other interest of, belonging to, or due to the entity making the election shall be taken and deemed to be vested in the limited partnership formed by such election without further act or deed; the title to any real estate, or any interest in real estate, vested in the entity making the election shall not revert or be in any way impaired by reason of such election; and none of such items shall be deemed to have been conveyed, transferred, or assigned by reason of such election for any purpose; and
(6)
Limited partnership formed by such election shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of the entity making the election, and any claim existing or action or proceeding pending by or against such entity may be prosecuted as if such election had not become effective. Neither the rights of creditors nor any liens upon the property of the entity making such election shall be impaired by such election.
(d)
A conversion pursuant to this Code section shall not be deemed to constitute a dissolution of the entity making the election and shall constitute a continuation of the existence of the entity making the election in the form of a limited partnership. A limited partnership formed by an election pursuant to this Code section shall for all purposes be deemed to be the same entity as the entity making such election.
(e)
A limited partnership formed by the election pursuant to this Code section may file a copy of such certificate of conversion, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such limited partnership is located and record such certified copy of the certificate of conversion in the books kept by such clerk for recordation of deeds in such county with the entity electing to become a limited partnership indexed as the grantor and the limited partnership indexed as the grantee. No real estate transfer tax under Code Section
48-6-1
shall be due with respect to the recordation of such election.
(f)
The Secretary of State shall be authorized to promulgate such rules and charge such filing fees as are necessary to carry out the purpose of this Code section.
Amended by 2006 Ga. Laws 817,§ 20, eff. 7/1/2006.