2023 New York Laws › LLC - Limited Liability Company Law › Article 10 - Mergers › 1006 - Conversion of Partnership or Limited Partnership to Limited Liability Company.

§  1006.  Conversion  of partnership or limited partnership to limited
liability company. (a) As used  in  this  article,  unless  the  context
otherwise  requires,  the  term,  "limited  partnership" means a limited
partnership formed under the laws of this state; and the terms  "general
partner,"  "limited  partner"  and  "majority in interest of the limited
partners" shall have the meanings assigned  to  such  terms  in  article
eight-A  of  the  partnership law; and the term "partnership" shall have
the meaning assigned to such term in article two of the partnership law.
(b) A partnership or limited partnership may be converted to a limited
liability company pursuant to this section.
(c) Subject to any requirements in the partnership agreement requiring
approval by any lesser percentage in interest of partners, an  agreement
of  conversion setting forth the terms and conditions of a conversion of
a partnership to a limited liability company must be approved by all  of
the  partners  of  the  partnership.  Subject  to any requirement in the
partnership agreement  requiring  approval  by  any  greater  or  lesser
percentage in interest of limited partners, which shall not be less than
a  majority  in  interest, the terms and conditions of a conversion of a
limited partnership to a limited liability company must be approved  (i)
by  such  a  vote  of  general  partners  as  shall  be  required by the
partnership agreement, or, if no  provision  is  made,  by  all  general
partners,  and (ii) by limited partners representing at least a majority
in interest  of  each  class  of  limited  partners.  The  agreement  of
conversion  shall  be  submitted  to  the  general  partners and limited
partners of a limited partnership at a regular or special meeting called
on twenty days notice or such other notice as the partnership  agreement
may provide. A dissenting limited partner shall have the rights provided
in  article  eight-A of the partnership law and shall not be a member of
the converted limited liability company.  Notwithstanding  authorization
by the partners of a partnership or general partners or limited partners
of  a limited partnership, the conversion to a limited liability company
may be abandoned pursuant to a provision for such abandonment,  if  any,
contained in the agreement of conversion.
(d)  The  agreement  of  conversion  shall  set  forth  the  terms and
conditions  of  the  conversion  of  the  interests  of  partners  of  a
partnership  or  general  partners  and  limited  partners  of a limited
partnership, as the case  may  be,  into  membership  interests  in  the
converted  limited  liability company or the cash or other consideration
to be paid or delivered as a result of the conversion of  the  interests
of such partners, or a combination thereof.
(e)  In  connection with any conversion approved under subdivision (c)
of this section, the partnership or limited partnership shall file  with
the  department  of  state a signed certificate entitled "Certificate of
Conversion of ... (name partnership or limited partnership) to ... (name
of limited liability company) under section  one  thousand  six  of  the
Limited  Liability  Company  Law" and shall also satisfy the publication
requirements  of  section  two  hundred  six  of  this   chapter.   Such
certificate shall include either:
(A) (i) articles of organization for such limited liability company in
the same manner as if newly formed pursuant to section two hundred three
of this chapter;
(ii)  a  statement that the partnership or limited partnership was, in
accordance with the provisions of this  chapter,  duly  converted  to  a
limited  liability company from a partnership or limited partnership, as
the case may be; and
(iii) The name of such partnership or limited partnership and  in  the
case of a limited partnership the date its initial certificate was filed
with the department of state, or:
(B)  where  such partnership or limited partnership is being converted
into a limited liability company formed pursuant to section two  hundred
three of this chapter prior to the conversion,
(i)  the  name  of  such partnership or limited partnership and in the
case of a limited partnership the date its initial certificate was filed
with the department of state;
(ii) a statement that the partnership or limited partnership  was,  in
accordance  with  the  provisions  of  this  chapter duly converted to a
limited liability company from a partnership or limited partnership,  as
the case may be; and
(iii)  the  name  of  the  limited  liability company and the date its
articles of organization were filed with the department of state.
(f) If the limited partnership is a domestic limited partnership, such
domestic limited partnership shall cancel  its  certificate  of  limited
partnership  pursuant  to  article  eight-A  of the partnership law. The
certificate of cancellation  shall  include  the  name  of  the  limited
liability  company  and a statement that the limited partnership will be
converted into a limited liability  company  upon  the  filing  of  such
certificate.
(g)  The  conversion  takes effect, in the case of a partnership, when
the certificate of conversion is filed with the department of  state  or
at  any later date specified in the certificate of conversion or, in the
case  of  a  limited  partnership,  when  the  certificate  of   limited
partnership is canceled.
(h)  A  partner  or,  in  the case of a limited partnership, a general
partner who becomes a member of a limited liability company as a  result
of  a conversion, remains liable as a partner or general partner, as the
case may be, for any debt, obligation, liability and penalty incurred by
the partnership or  limited  partnership  before  the  conversion  takes
effect.  A  limited  partner  who  becomes  a  member  as  a result of a
conversion remains  liable  only  as  a  limited  partner  for  a  debt,
obligation,  liability  or  penalty  incurred by the limited partnership
before the conversion takes effect. The partner's, general partner's  or
limited  partner's  liability, if any, for a debt, obligation, liability
or  penalty  incurred  by  the  limited  liability  company  after   the
conversion takes effect is that of a member as provided in this chapter.
(i)   A   limited   liability   company  whose  original  articles  of
organization were filed with the secretary of state and effective  prior
to  the effective date of this subdivision shall continue to be governed
by this section as in effect on such date and shall not be  governed  by
this section, unless otherwise provided in the operating agreement.