275.377 Effect of conversion of corporation to limited liability company.
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/ky/chapter-275/275-377A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)A limited liability company that has been converted pursuant to this chapter shall be
for all purposes the same entity that existed before the conversion.
(2)When a conversion takes effect:
(a)All property and contract rights owned by, and all rights, privileges, and
immunities of the converting corporation shall remain vested in the converted
limited liability company without assignment, reversion, or impairment;
(b)All obligations of the converting corporation shall continue as obligations of
the converted limited liability company;
(c)An action or proceeding pending against the converting corporation may be
continued as if the conversion had not occurred, and the name of the
converted limited liability company may be substituted in any pending action
or proceeding for the name of the converting corporation; and
(d)The written operating agreement of the converted limited liability company
shall be binding upon each person who becomes a member of the limited
liability company.