2007 Minnesota Statutes

321.1105 EFFECT OF CONVERSION.
(a) An organization that has been converted pursuant to this article is for all purposes the
same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted
organization;
(2) all debts, liabilities, and other obligations of the converting organization continue as
obligations of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be
continued as if the conversion had not occurred;
(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) except as otherwise provided in the plan of conversion, the terms and conditions of the
plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting limited
partnership for the purposes of article 8.
(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 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 section 321.0117(c) and (d).
History: 2004 c 199 art 11 s 91