487.3713 Rights, obligations, and relations of converted and converting organization.

462 words·~2 min read·/mi/chapter-487/487-3713

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Sec. 713.

If a conversion becomes effective under this act, all of the following shall apply:

(a)The converted organization shall be considered a continuation of the body corporate of the converting organization.

(b)The title to all property, real or personal, including any rights that may be attached to the property, or any thing in action, is immediately transferred and vested in the converted organization to the same extent as it was in the converting organization.

(c)All assets, rights, privileges, or interests belonging or attributed to the converting organization are immediately transferred and vested in the converted organization to the same extent as they were in the converting organization.

(d)All liabilities, restrictions, and disabilities of the converting organization, its shareholders, or its officers are immediately transferred to the converted organization to the same extent as they were in the converting organization.

(e)If the converting organization is acting in any fiduciary capacity under the laws of this state, the following apply:

(i)All rights, privileges, and obligations of the converting organization shall remain unimpaired and shall continue in the converted organization irrespective of the date when the fiduciary relationship was created.

(ii)If the converting organization had been appointed by a court or governmental tribunal, agency, or officer, the converted organization shall file an affidavit with the appointing authority setting forth the fact of conversion, the name of the converted organization, the location of its principal office, and the amount of its capital and surplus.

(iii)The converted organization acting as a fiduciary by appointment of a court is subject to removal by a court of competent jurisdiction.

(f)The converted organization may retain and continue to operate any existing branch, or open any approved branch, of the converting organization.

(g)Any rights or remedies of the depositors, creditors, or other persons transacting business with the converting organization shall not be reduced or impaired as the result of a conversion.

(h)Whether or not it maintains a presence in this state, a converted organization or any of its successors in interest is subject to service of process in a proceeding in this state for enforcement of any obligation incurred in this state by the converting organization.

(i)An action or proceeding against the converting organization in a court or other governmental tribunal may be prosecuted to judgment as if the conversion had not taken place, or the converted organization may be substituted in place of the converting organization. This subsection shall not create any new cause of action against the converting organization as a result of the conversion.

History: 1996, Act 354 , Imd. Eff. July 1, 1996 ;-- Am. 2000, Act 482 , Imd. Eff. Jan. 11, 2001