Conversion of limited partnership to partnership

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  • (a) A limited partnership may be converted to a partnership pursuant to this section.

  • (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.

  • (c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.

  • (d) The conversion takes effect when the certificate of limited partnership is canceled.

  • (e) A limited partner that becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 46 of this chapter, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.


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