2004 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). 

    HIST: 2004 c 199 art 11 s 91