KRS 275.377: Effect of conversion of corporation to limited liability company.

(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, pr ivileges, 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.