New York Laws
Article 10 - Mergers
1007 - Effect of 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.

Structure New York Laws