N.Y. Limited Liability Company Law § 1007: Effect of conversion

§ 1007. Effect of conversion. (a) A partnership or limited partnership

that has been converted pursuant to this chapter is for all purposes the

same entity that existed before the conversion.

(b) When a conversion takes effect:

(i) all property, real and personal, tangible and intangible, of the

converting partnership or limited partnership remains vested in the

converted limited liability company;

(ii) all debts, obligations, liabilities and penalties of the

converting partnership or limited partnership continue as debts,

obligations, liabilities and penalties of the converted limited

liability company;

(iii) any action, suit or proceeding, civil or criminal, then pending

by or against the converting partnership or limited partnership may be

continued as if the conversion had not occurred; and

(iv) to the extent provided in the agreement of conversion and in this

chapter, the partners of a partnership or the general partners and

limited partners of a limited partnership shall continue as members in

the converted limited liability company.