Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

1. (1) the title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment;
2. (2) the liabilities of the converting entity remain the liabilities of the surviving entity;
3. (3) an action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred;
4. (4) in the case of a surviving entity that is a filing entity, the articles of conversion and the articles of incorporation or public organic document attached to the articles of conversion constitute the articles of incorporation or public organic document of the surviving entity;
5. (5) in the case of a surviving entity that is not a filing entity, the private organic document provided for in the plan of conversion constitutes the private organic document of the surviving entity;
6. (6) the shares, interests, other securities, obligations, or rights to acquire shares, interests, or other securities of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests, or other securities of the surviving entity, or into cash or other property in accordance with the plan of conversion, and the shareholders or interest holders of the converting entity are entitled only to the rights provided in the plan of conversion and to any rights they may have under the organic law of the converting entity;

7. (7) the surviving entity is considered for all purposes of the laws of Indiana to:

   1. (A) be a domestic corporation or domestic other entity;
   2. (B) be the same corporation or other entity without interruption as the converting entity that existed before the conversion; and
   3. (C) have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized; and
8. (8) unless otherwise agreed in writing, for all purposes of the laws of Indiana, the converting entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion does not constitute a dissolution of the converting entity.

9. (b) If the shareholders or interest holders of a converting entity are entitled to receive dissenters' rights upon conversion, the surviving entity is considered to:

   1. (1) appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders or interest holders who exercise dissenters' rights in connection with the conversion; and
   2. (2) agree that it will promptly pay the amount, if any, to which the shareholders or interest holders referred to in subdivision (1) are entitled under the organic law of the converting entity.
10. (c) A shareholder or interest holder in a limited liability entity that is a converting entity who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the surviving entity is personally liable only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion.

11. (d) The owner liability of an interest holder in an unlimited liability entity that is a converting entity that converts to a limited liability entity is as follows:

    1. (1) The conversion does not discharge any owner liability under the organic law of the converting entity to the extent that any such owner liability arose before the effective time of the articles of entity conversion.
    2. (2) The interest holder does not have owner liability under the organic law of the surviving entity for any debt, obligation, or liability of the surviving entity that arises after the effective time of the articles of entity conversion.
    3. (3) The provisions of the organic law of the converting entity continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the conversion had not occurred and the surviving entity were still the converting entity.
    4. (4) The interest holder has whatever rights of contribution from other interest holders are provided by the organic law of the converting entity with respect to any owner liability preserved by subdivision (1), as if the conversion had not occurred and the surviving entity were still the converting entity.

Sec. 15. (a) When a conversion under this section in which the surviving entity is a domestic business corporation or domestic other entity becomes effective:

As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006, SEC.17; P.L.1-2007, SEC.162.