KRS 362.1-904: Effect of conversion -- Entity unchanged.

(1) A converted organization that has been converted pursuant to KRS 362.1 -901 to

362.1-908 is for all purposes the same entity that existed before the conversion.

(2) When a conversion takes place:

(a) All property and contract rights owned by, and all rights , privileges, and

immunities of, the converting organization shall remain vested in the

converted organization without assignment, reversions, or impairment and

without the converting organization having been dissolved;

(b) All obligations of the convertin g partnership organization shall continue as

obligations of the converted organization;

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

organization may be continued as if the organization had not occurred, and the

name of the conver ted organization may be substituted in any pending action

or proceeding for the name of the converting organization;

(d) Any written partnership agreement of the converted partnership or limited

partnership shall be binding upon each person who becomes a p artner in the

converted partnership or limited partnership; and

(e) Except as otherwise provided in the plan of conversion, the terms and

conditions of the plan of conversion take effect.

(3) Unless otherwise provided in the partnership agreement, a partne r has no right to

dissent from a conversion.