2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1115 - 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;
(2)
All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;
(3)
All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;
(4)
Except as otherwise provided by law or the plan of conversion, all 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)
The certificate of limited partnership of the converted entity becomes effective;
(7)
The provisions of the partnership agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion become effective; and
(8)
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 §
61-3-1103
.
(b)
Except as otherwise provided in the partnership agreement of a domestic converting limited partnership, the conversion does not give rise to any rights that a partner or third party would 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 becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.
(d)
When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting limited partnership with respect to which the person had interest holder liability is subject to the following:
(1)
The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective;
(2)
The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the conversion becomes effective;
(3)
This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred; and
(4)
The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter or the organic rules of the converting entity with respect to any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred.
(e)
When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in §
61-3-119
.
(f)
If the converting entity is a registered foreign entity, its registration to do business in this state is cancelled 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.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.