17-21-902. Conversion of limited partnership to partnership. (a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all the partners. (c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership pursuant to W.S. 17-14-303. (d) The conversion takes effect when the certificate of limited partnership is canceled. (e) A limited partner who becomes a partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The limited partner is liable as a partner for an obligation of the partnership for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808 incurred after the conversion takes effect.
Wyoming Legal Code