16-1a-907. Effect of conversion.
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Effective 10/1/2026
16-1a-907. Effect of conversion.
(1)When a conversion takes effect:
(a)the converted entity is:
(i)organized under and subject to the organic law of the converted entity; and
(ii)the same entity without interruption as the converting entity;
(b)all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;
(c)each debt, obligation, and other liability of the converting entity continues as a debt, obligation, and other liability of the converted entity;
(d)except as otherwise provided by law or the plan of conversion, each right, privilege, immunity, power, and purpose of the converting entity remain in the converted entity;
(e)the name of the converted entity may be substituted for the name of the converting entity in a pending action or proceeding;
(f)if a converted entity is a filing entity, the converted entity's public organic record takes effect;
(g)if the converted entity is a limited liability partnership, the converted entity's statement of qualification is effective;
(h)the private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion take effect;
(i)each interest in the converting entity is converted, and each interest holder of the converting entity is entitled only to:
(i)the rights provided to the interest holder under the plan of conversion;
(ii)appraisal rights described in Section 16-1a-708 ; and
(iii)the converting entity's organic law;
(j)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:
(i)only to the extent provided by the organic law of the entity; and
(ii)only for a debt, obligation, or other liability that the converting entity incurs after the conversion takes effect;
(k)the following conditions apply to the interest holder liability of a person that no longer holds an interest in a domestic converting entity if the person had interest holder liability in the domestic converting entity:
(i)the conversion does not discharge any interest holder liability under the organic law of the domestic converting entity to the extent the person incurred the interest holder liability before the conversion takes effect;
(ii)the person does not have interest holder liability under the organic law of the domestic converting entity for a debt, obligation, or other liability that the converted entity incurs after the conversion takes effect;
(iii)the organic law of the domestic converting entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under Subsection (1)(k)(i) as if the conversion does not occur; and
(iv)the person has whatever rights of contribution from any other person as provided by other law or the organic rules of the domestic converting entity with respect to any interest holder liability preserved under Subsection (1)(k)(i) as if the conversion does not occur; and
(l)a person may serve a foreign entity that is the converted entity with process in this state for the collection and enforcement of any of the foreign entity's debts, obligations, and other liabilities in accordance with applicable law.
(2)Except as otherwise provided in the organic law or organic rules of a converting entity, a conversion does not give rise to a right that an interest holder, a governor, or a third party would have upon the dissolution, liquidation, or winding up of the converting entity.
(3)If a converting entity is a registered foreign entity, the converting entity's registration to do business is canceled when the conversion takes effect.
(4)A conversion does not require an entity to wind up the entity's affairs and does not constitute or cause the dissolution of the entity.
Enacted by Chapter 93 , 2026 General Session