KRS 275.375: Effect of conversion.

(1) A partnership or limited partnership 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 r ights, privileges, and

immunities of the converting partnership or limited partnership shall remain

vested in the converted limited liability company without assignment,

reversion, or impairment;

(b) All obligations of the converting partnership or limited partnership shall

continue as obligations of the converted limited liability company;

(c) An action or proceeding pending against the converting partnership or limited

partnership 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 partnership or

limited partnership; and

(d) The written operating agreement of the converted limited liability company

shall be bindin g upon each person who becomes a member of the limited

liability company.