or the cash or other consideration to be paid or delivered as a result of the conversion of the interest of the members, or both. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 3342210 and contains: (1) a statement that the limited liability company was converted to a limited partnership from a limited liability company; (2) its former name; (3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and (4) a statement that the certificate of organization is cancelled as of the date the conversion takes effect. (e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the certificate of organization of the limited liability company as of the date the conversion takes effect. (f) A conversion takes effect when the certificate of limited partnership is filed with the Secretary of State or at a later date specified in the certificate of limited partnership. (g) A liability for all obligations of the limited member’s partnership incurred after the conversion takes effect is that of a general partner or limited partner. A member who becomes a partner of a limited partnership as a result of a conversion remains liable only to the extent the member was liable for an obligation incurred by the limited liability company before the conversion takes effect. Section 33431007. (a) A limited liability company that is converted to a 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 limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited partnership; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and
or the cash or other consideration to be paid or delivered as a result of the conversion of the interest of the members, or both. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 3342210 and contains: (1) a statement that the limited liability company was converted to a limited partnership from a limited liability company; (2) its former name; (3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and (4) a statement that the certificate of organization is cancelled as of the date the conversion takes effect. (e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the certificate of organization of the limited liability company as of the date the conversion takes effect. (f) A conversion takes effect when the certificate of limited partnership is filed with the Secretary of State or at a later date specified in the certificate of limited partnership. (g) A member’s liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. A member who becomes a partner of a limited partnership as a result of a conversion remains liable only to the extent the member was liable for an obligation incurred by the limited liability company before the conversion takes effect. Section 33431007. (a) A limited liability company that is converted to a 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 limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited partnership; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and
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