2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.07. Effect of conversion

§ 11.07. Effect of conversion
(a) When a conversion takes effect:
(1) The converted organization is:
(A) organized under and subject to the governing statute of the converted organization; and
(B) the same organization continuing without interruption as the converting organization.
(2) The property of the converting organization continues to be vested in the converted organization without transfer, assignment, reversion, or impairment.
(3) The debts, obligations, and other liabilities of the converting organization continue as debts, obligations, and other liabilities of the converted organization.
(4) Except as otherwise provided by law or the plan of conversion, the rights, privileges, immunities, powers, and purposes of the converting organization remain in the converted organization.
(5) A court or other authority may substitute the name of the converted organization for the name of the converting organization in any pending action or proceeding.
(6) The public organizational documents of the converted organization takes effect.
(7) The provisions of the organizational documents of the converted organization that are required to be in a record, if any, that were approved as part of the plan of conversion take effect.
(8) The interests in the converting organization are converted, and the interest holders of the converting organization are entitled only to the rights provided to them under the plan of conversion.
(b) Except as otherwise provided in the organizational documents of a domestic converting organization, a conversion does not give rise to any rights that a shareholder, member, partner, limited partner, director, or third party would have upon a dissolution, liquidation, or winding up of the converting organization.
(c) When a conversion takes effect, a person who did not have personal liability with respect to the converting organization and becomes subject to personal liability with respect to the converted organization as a result of the conversion has personal liability only to the extent provided by the governing statute of the converted organization and only for those debts, obligations, and other liabilities that the converted organization incurs after the conversion.
(d) When a conversion takes effect, a person who had personal liability for a debt, obligation, or other liability of the converting organization but who does not have personal liability with respect to the converted organization is subject to the following rules:
(1) The conversion does not discharge any personal liability under this title to the extent the personal liability was incurred before the conversion took effect.
(2) The person does not have personal liability under this title for any debt, obligation, or other liability that arises after the conversion takes effect.
(3) This title continues to apply to the release, collection, or discharge of any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(4) The person has the rights of contribution from another person that are provided by this title, law other than this title, or the organizational documents of the converting organization with respect to any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(e) When a conversion takes effect, a person may serve a foreign organization that is the converted organization with process in this State for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 5.04 of this title.
(f) If the converting organization is a registered foreign organization, its registration to do business in this State is canceled when the conversion takes effect.
(g) A conversion does not require an organization to wind up its affairs and does not constitute or cause the dissolution of the organization. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)