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House Journal: Page 1684: Tuesday, April 29, 1997

12   limited liability company.
13     c.  The name of the limited liability company.
14     d.  The future effective date or time certain of
15   the conversion to a limited liability company if it is
16   not to be effective upon the filing of the articles of
17   conversion and the articles of organization.
18     4.  Upon the filing in the office of the secretary
19   of state of the articles of conversion and the
20   articles of organization or upon the future effective
21   date or time of the articles of conversion and the
22   articles of organization, the converting entity shall
23   be converted into a domestic limited liability company
24   and the limited liability company, from that date or
25   time, is subject to this chapter, except that the
26   existence of the limited liability company is deemed
27   to have commenced on the date the converting entity
28   commenced its existence in the jurisdiction in which
29   the converting entity was first created, formed,
30   incorporated, or otherwise came into being.
31     5.  The conversion of an entity into a domestic
32   limited liability company does not affect any
33   obligations or liabilities of the other entity
34   incurred prior to its conversion to a domestic limited
35   liability company, or the personal liability of any
36   person incurred prior to such conversion.
37     6.  When a conversion is effective, for all
38   purposes of the laws of this state, all of the rights,
39   privileges, and powers of the converting entity, and
40   all property, real, personal, and mixed, and all debts
41   due to the converting entity, as well as all other
42   things and causes of action belonging to such entity,
43   are vested in the domestic limited liability company
44   and are the property of the domestic limited liability
45   company as they were of the converting entity.  The
46   title to any real property vested by deed or otherwise
47   in the converting entity shall not revert or be in any
48   way impaired by reason of this chapter, and all rights
49   of creditors and all liens upon any property of such
50   other entity are preserved unimpaired, and all debts,

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 1   liabilities, and duties of the converting entity shall
 2   attach to the domestic limited liability company, and
 3   may be enforced against it to the same extent as if
 4   the debts, liabilities, and duties had been incurred
 5   or contracted by the domestic limited liability
 6   company.
 7     7.  Unless otherwise agreed, or as required under
 8   the laws of a jurisdiction other than this state, the
 9   converting entity is not required to wind up its
10   affairs or pay its liabilities and distribute its
11   assets, and the conversion does not constitute a

Iowa General Assembly

Index: House Journal (77th General Assembly: Session 1)

© 1997 Cornell College and League of Women Voters of Iowa

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