Conversion to Foreign Limited Liability Company, Foreign Limited Partnership, or Foreign Corporation, Requirement

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Revised Uniform Limited Partnership Act
  5. Formation, Amendment, Cancellation, Merger
  6. Conversion to Foreign Limited Liability Company, Foreign Limited Partnership, or Foreign Corporation, Requirement

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  1. A limited partnership may elect to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation, if such a conversion is permitted by the law of the state or jurisdiction under whose law the resulting entity would be formed.
  2. To effect a conversion under this Code section, the limited partnership must adopt a plan of conversion that sets forth the manner and basis of converting the interests of the partners of the limited partnership into interests, shares, obligations, or other securities, as the case may be, of the resulting entity. The plan of conversion may set forth other provisions relating to the conversion.
  3. The limited partnership shall have the plan of conversion authorized and approved by the unanimous consent of the partners, unless the limited partnership agreement of such limited partnership provides otherwise.
  4. After a conversion is authorized, unless the plan of conversion provides otherwise, and at any time before the conversion has become effective, the planned conversion may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, by the unanimous consent of the partners of the limited partnership, unless the limited partnership agreement of such limited partnership provides otherwise.
  5. The conversion shall be effected as provided in, and shall have the effects provided by, the law of the state or jurisdiction under whose law the resulting entity is formed and by the plan of conversion, to the extent not inconsistent with such law.
  6. If the resulting entity is required to obtain a certificate of authority to transact business in this state by the provisions of this title governing foreign corporations, foreign limited partnerships, or foreign limited liability companies, it shall do so.
  7. After a plan of conversion is approved by the partners, the limited partnership shall deliver to the Secretary of State for filing a certificate of conversion setting forth:
    1. The name of the limited partnership;
    2. The name and jurisdiction of the entity to which the limited partnership shall be converted;
    3. The effective date, or the effective date and time, of such conversion if later than the date and time the certificate of conversion is filed;
    4. A statement that the plan of conversion has been approved as required by subsection (c) of this Code section;
    5. A statement that the authority of its registered agent to accept service on its behalf is revoked as of the effective time of such conversion and that the Secretary of State is irrevocably appointed as the agent for service of process on the resulting entity in any proceeding to enforce an obligation of the limited partnership arising prior to the effective time of such conversion;
    6. A mailing address to which a copy of any process served on the Secretary of State under paragraph (5) of this subsection may be mailed as provided in subsection (h) of this Code section; and
    7. A statement that the Secretary of State shall be notified of any change in the resulting entity's mailing address.
  8. Upon the conversion's taking effect, the resulting entity is deemed to appoint the Secretary of State as its agent for service of process in a proceeding to enforce any of its obligations arising prior to the effective time of such conversion. Any party that serves process upon the Secretary of State in accordance with this subsection also shall mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the resulting entity, or a person holding a comparable position, at the mailing address provided in subsection (g) of this Code section.
  9. A converting limited partnership pursuant to this Code section may file a copy of its certificate of conversion, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such limited partnership is located and record such certified copy of the certificate of conversion in the books kept by such clerk for recordation of deeds in such county with the limited partnership indexed as the grantor and the foreign entity indexed as the grantee. No real estate transfer tax otherwise required by Code Section 48-6-1 shall be due with respect to recordation of such certificate of conversion.

(Code 1981, §14-9-206.8, enacted by Ga. L. 2006, p. 825, § 21/SB 469; Ga. L. 2007, p. 455, § 3/SB 234.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 2007, a misspelling of "subsection" was corrected in paragraph (g)(6).

Editor's notes.

- Ga. L. 2006, p. 825, § 22/SB 469, which amended this Code section, purported to amend the "introductory language" but amended subsection (a).


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