N.Y. Limited Liability Company Law § 1006: Conversion of partnership or limited partnership to limited liability company

§ 1006. Conversion of partnership or limited partnership to limited

liability company. (a) As used in this article, unless the context

otherwise requires, the term, "limited partnership" means a limited

partnership formed under the laws of this state; and the terms "general

partner," "limited partner" and "majority in interest of the limited

partners" shall have the meanings assigned to such terms in article

eight-A of the partnership law; and the term "partnership" shall have

the meaning assigned to such term in article two of the partnership law.

(b) A partnership or limited partnership may be converted to a limited

liability company pursuant to this section.

(c) Subject to any requirements in the partnership agreement requiring

approval by any lesser percentage in interest of partners, an agreement

of conversion setting forth the terms and conditions of a conversion of

a partnership to a limited liability company must be approved by all of

the partners of the partnership. Subject to any requirement in the

partnership agreement requiring approval by any greater or lesser

percentage in interest of limited partners, which shall not be less than

a majority in interest, the terms and conditions of a conversion of a

limited partnership to a limited liability company must be approved (i)

by such a vote of general partners as shall be required by the

partnership agreement, or, if no provision is made, by all general

partners, and (ii) by limited partners representing at least a majority

in interest of each class of limited partners. The agreement of

conversion shall be submitted to the general partners and limited

partners of a limited partnership at a regular or special meeting called

on twenty days notice or such other notice as the partnership agreement

may provide. A dissenting limited partner shall have the rights provided

in article eight-A of the partnership law and shall not be a member of

the converted limited liability company. Notwithstanding authorization

by the partners of a partnership or general partners or limited partners

of a limited partnership, the conversion to a limited liability company

may be abandoned pursuant to a provision for such abandonment, if any,

contained in the agreement of conversion.

(d) The agreement of conversion shall set forth the terms and

conditions of the conversion of the interests of partners of a

partnership or general partners and limited partners of a limited

partnership, as the case may be, into membership interests in the

converted limited liability company or the cash or other consideration

to be paid or delivered as a result of the conversion of the interests

of such partners, or a combination thereof.

(e) In connection with any conversion approved under subdivision (c)

of this section, the partnership or limited partnership shall file with

the department of state a signed certificate entitled "Certificate of

Conversion of ... (name partnership or limited partnership) to ... (name

of limited liability company) under section one thousand six of the

Limited Liability Company Law" and shall also satisfy the publication

requirements of section two hundred six of this chapter. Such

certificate shall include either:

(A) (i) articles of organization for such limited liability company in

the same manner as if newly formed pursuant to section two hundred three

of this chapter;

(ii) a statement that the partnership or limited partnership was, in

accordance with the provisions of this chapter, duly converted to a

limited liability company from a partnership or limited partnership, as

the case may be; and

(iii) The name of such partnership or limited partnership and in the

case of a limited partnership the date its initial certificate was filed

with the department of state, or:

(B) where such partnership or limited partnership is being converted

into a limited liability company formed pursuant to section two hundred

three of this chapter prior to the conversion,

(i) the name of such partnership or limited partnership and in the

case of a limited partnership the date its initial certificate was filed

with the department of state;

(ii) a statement that the partnership or limited partnership was, in

accordance with the provisions of this chapter duly converted to a

limited liability company from a partnership or limited partnership, as

the case may be; and

(iii) the name of the limited liability company and the date its

articles of organization were filed with the department of state.

(f) If the limited partnership is a domestic limited partnership, such

domestic limited partnership shall cancel its certificate of limited

partnership pursuant to article eight-A of the partnership law. The

certificate of cancellation shall include the name of the limited

liability company and a statement that the limited partnership will be

converted into a limited liability company upon the filing of such

certificate.

(g) The conversion takes effect, in the case of a partnership, when

the certificate of conversion is filed with the department of state or

at any later date specified in the certificate of conversion or, in the

case of a limited partnership, when the certificate of limited

partnership is canceled.

(h) A partner or, in the case of a limited partnership, a general

partner who becomes a member of a limited liability company as a result

of a conversion, remains liable as a partner or general partner, as the

case may be, for any debt, obligation, liability and penalty incurred by

the partnership or limited partnership before the conversion takes

effect. A limited partner who becomes a member as a result of a

conversion remains liable only as a limited partner for a debt,

obligation, liability or penalty incurred by the limited partnership

before the conversion takes effect. The partner's, general partner's or

limited partner's liability, if any, for a debt, obligation, liability

or penalty incurred by the limited liability company after the

conversion takes effect is that of a member as provided in this chapter.

(i) A limited liability company whose original articles of

organization were filed with the secretary of state and effective prior

to the effective date of this subdivision shall continue to be governed

by this section as in effect on such date and shall not be governed by

this section, unless otherwise provided in the operating agreement.