(a) A corporation that is converted to a partnership or limited partnership 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 corporation vests in the partnership or limited partnership;
(2) all debts, liabilities, and other obligations of the converting corporation continue as obligations of the partnership or limited partnership;
(3) an action or proceeding pending by or against the converting corporation may be continued as if the conversion has not occurred;
(4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting corporation vest in the partnership or limited partnership; and
(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-11-113(c), all of the shareholders of the converting corporation continue as either general partners or limited partners of the general or limited partnership and as specified in accord with the plan of conversion.
HISTORY: 2004 Act No. 221, Section 4.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 11 - Merger And Share Exchange
Section 33-11-102. Share exchange.
Section 33-11-103. Action on plan.
Section 33-11-104. Merger of subsidiary.
Section 33-11-105. Articles of merger or share exchange.
Section 33-11-106. Effect of merger or share exchange.
Section 33-11-107. Merger or share exchange with foreign corporation.
Section 33-11-108. Merger of parent into subsidiary.
Section 33-11-109. Conversion of partnership or limited partnership to corporation.
Section 33-11-110. When conversion takes effect; filing notice of name change as to real property.
Section 33-11-112. When conversion takes place; notice of name change as to real property.