KRS 362.2-955: Effect of conversion.

(1) An organization that has been converted pursuant to KRS 362.2-951 to 362.2-963 is

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, privil eges, and

immunities of, the converting organization shall remain vested in the

converted organization without assignment, reversion, or impairment;

(b) All obligations of the converting organization shall continue as obligations of

the converted organization;

(c) An action or proceeding pending against the converting organization may be

continued as if the conversion had not occurred, and the name of the

converted organization may be substituted in any pending action or

proceeding for the name of the converting organization; and

(d) Any written organization documents of the converted organization shall be

binding upon each person who becomes a partner or member in the converted

organization.

(3) A converted organization that is a foreign entity consents to the jurisdiction of the

courts of this Commonwealth to enforce any obligation owed by the converting

organization if, before the conversion, the converting organization was subject to

suit in this Commonwealth on that obligation. A converted organization t hat is a

foreign entity and not authorized to transact business in this Commonwealth

appoints the Secretary of State as its agent for service of process for purposes of

enforcing an obligation under this subsection. Service on the Secretary of State

under this subsection is made in the same manner and with the same consequences

as in KRS 14A.9-060(4).

(4) A person who becomes a general partner in a limited partnership that is not a

limited liability limited partnership as a result of a conversion shall be p ersonally

liable as a general partner for only those obligations incurred by the limited

partnership after the conversion takes effect.