Section 17540.9.

(a) An entity that converts into another entity pursuant to this chapter is for all purposes the same entity that existed before the conversion.

(b) Upon a conversion taking effect, all of the following apply:

(1) All the rights and property, whether real, personal, or mixed, of the converting entity or converting limited liability company are vested in the converted entity or converted limited liability company.

(2) All debts, liabilities, and obligations of the converting entity or converting limited liability company continue as debts, liabilities, and obligations of the converted entity or converted limited liability company.

(3) All rights of creditors and liens upon the property of the converting entity or converting limited liability company shall be preserved unimpaired and remain enforceable against the converted entity or converted limited liability company to the same extent as against the converting entity or converting limited liability company as if the conversion had not occurred.

(4) Any action or proceeding pending by or against the converting entity or converting limited liability company may be continued against the converted entity or converted limited liability company as if the conversion had not occurred.

(c) A member of a converting limited liability company is liable for:

(1) All obligations of the converting limited liability company for which the member was personally liable before the conversion.

(2) All obligations of the converted entity incurred after the conversion takes effect, but those obligations may be satisfied only out of property of the entity if that member is a limited partner, a shareholder in a corporation, or unless expressly provided otherwise in the articles of organization or other governing documents, a member of a converted limited liability company or a holder of equity securities in an other converted entity if the holders of equity securities in such entity are not personally liable for the obligations of such entity under the law under which that entity is organized or its governing documents.

(d) A member of a converted limited liability company remains liable for any and all obligations of the converting entity for which the member was personally liable before the conversion, but only to the extent that the member was personally liable for the obligations of the converting entity prior to the conversion.

(e) If the other party to a transaction with the limited liability company reasonably believes when entering the transaction that the limited liability company member is a general partner, the limited liability company member is liable for an obligation incurred by the limited liability company within 90 days after the conversion takes effect. The limited liability company member's liability for all other obligations of the limited liability company incurred after the conversion takes effect is that of a limited liability company member.

(Added by Stats. 1999, Ch. 250, Sec. 13. Effective January 1, 2000. Repealed as of January 1, 2014, pursuant to Section 17657. Thereafter, see Title 2.6, commencing with Section 17701.01.)