21-178. Effect of conversion.(RULLCA 1009) (a) An organization that has been converted pursuant to sections 21-170 to 21-184 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 organization remains vested in the converted organization;(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;(4) except as prohibited by law other than the Nebraska Uniform Limited Liability Company Act, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and(6) except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of sections 21-147 to 21-154.(c) A converted organization that is a foreign organization as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of sections 21-147 to 21-154.(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability.Source Laws 2010, LB888, § 78.
Nebraska Legal Code