2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.520 - Effect of conversion; assumed business name.

(1) When a conversion to or from a limited partnership pursuant to ORS 70.505 takes effect:
(a) The business entity continues its existence despite the conversion;
(b) Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment;
(c) All obligations of the converting business entity, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the converted business entity;
(d) An action or proceeding pending against the converting business entity or its owners may be continued as if the conversion had not occurred, or the converted business entity may be substituted as a party to the action or proceeding;
(e) The ownership interests of each owner that are to be converted into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property, are converted as provided in the plan of conversion;
(f) Liability of an owner for obligations of the business entity, including, without limitation, contractual, tort, statutory and administrative obligations, shall be determined:
(A) As to obligations incurred prior to conversion, according to the laws applicable prior to conversion, except as provided in paragraph (g) of this subsection; and
(B) As to obligations incurred after conversion, according to the laws applicable after conversion, except as provided in paragraph (h) of this subsection;
(g) If the converting business entity is a limited partnership or a foreign limited partnership and its obligations incurred before the conversion are not satisfied by the converted business entity, the persons who were general partners of the converting business entity immediately before the effective date of the conversion shall contribute the amount necessary to satisfy the converting business entity’s obligations in the manner provided in ORS 67.315, or in the limited partnership statutes of the jurisdiction in which the entity was formed, as if the converting business entity were dissolved; and
(h) If prior to conversion an owner of a business entity was a partner of a partnership or general partner of a limited partnership or foreign limited partnership, and was personally liable for the business entity’s obligations, and after conversion is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following conversion, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the conversion.
(2) Owners of the business entity that converted are entitled to the rights provided in the plan of conversion and:
(a) In the case of a limited partnership, a limited partner who did not vote in favor of the conversion is considered to be a partner who has withdrawn from the limited partnership effective immediately upon the effective date of the conversion unless, within 60 days after the later of the effective date of the conversion or the date the partner receives notice of the conversion, the partner notifies the partnership of the partner’s desire not to withdraw. A withdrawal under this paragraph is not a wrongful withdrawal; and
(b) In the case of owners of business entities other than limited partnerships, the rights provided in the statutes applicable to the business entity prior to conversion, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest.
(3) Unless the converted business entity is a partnership, the registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the converted business entity. If the converted business entity is a partnership, the converting business entity shall amend or cancel the registration of the assumed business name under ORS chapter 648, and the partners of the partnership shall register the name as an assumed business name under ORS chapter 648. [1999 c.362 §60; 2001 c.315 §6]