It is possible to convert an existing corporation to a limited partnership or a limited liability company. As a result of the conversion, the corporation continues to exist, without interruption, but in the form of a limited partnership or a limited liability company. After the completion of the conversion, all real estate and other property owned by the corporation will continue to be owned by the limited partnership or limited liability company, without any further actions being required, and without any transfer or assignment having occurred. All of the prior liens and security interests or other encumbrances will continue to exist against the property. All liabilities and obligations of the corporation continue to be liabilities and obligations of the limited partnership, and the rights of any creditors of the corporation continue as if the conversion did not occur. The conversion does not affect any pending proceeding by or against the corporation or by or against any of the corporation's owners in their capacities, all of which may be continued by or against the converted entity and by or against the prior owners, as the case may be, without any need for substitution of parties. The corporation’s shares will be converted as set forth in the plan of conversion. The conversion will not affect any liability a shareholder that existed before the conversion.
For more information, please see the accompanying articles: Choice of Entity, Corporations and Corporate Responsibilities, Texas Limited Liability Companies-Formation and Advantages, Benefits of a Limited Partnership, Registered Limited Liability Partnerships and Limited Liability Companies
THIS INFORMATIONAL MEMORANDA FROM THE LAW OFFICES OF THOMAS D. SOLOMON, P.C. is provided as a courtesy to our friends and clients to provide them with items of interest in the business area. It is not and is not intended to be an exhaustive treatment of its subject matter, but rather an overview of the more pertinent elements of such a transaction. It is not intended to be legal advice or a legal opinion and should not be relied on in making legal or business decisions. If you have any questions, please call us.