A. An organization that has been converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act is for all purposes the same entity that existed before the conversion.

B. When a conversion takes effect:

1. (1) all property owned by the converting organization remains vested in the converted organization;
2. (2) all debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization;
3. (3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
4. (4) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization;
5. (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and

6. (6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of Article 8 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act.

   C. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing an obligation pursuant to this subsection. Service on the secretary of state pursuant to this subsection is made in the same manner and with the same consequences as in Subsections C and D of Section 117 [54-2A-117 NMSA 1978] of the Uniform Revised Limited Partnership Act.

History: Laws 2007, ch. 129, § 1105.

ANNOTATIONS

Compiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.