35-10-636. Conversion of limited partnership to partnership.
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/mt/title-35/chapter-10/part-6/35-10-636·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
35-10-636 . Conversion of limited partnership to partnership.
(1)A limited partnership may be converted to a partnership pursuant to this section.
(2)Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all the partners.
(3)After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership pursuant to 35-12-603 .
(4)The conversion takes effect when the certificate of limited partnership is canceled.
(5)A limited partner who becomes a partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The limited partner is liable as a partner for an obligation of the partnership for which the partner is personally liable under 35-10-307 or 35-10-629 and which arises or is incurred after the conversion takes effect.