SECTION 620.2111. Liability of general partner after conversion or merger.
Latest version.
1(1) 2A conversion or merger under this act does not discharge any liability under ss. 16620.140417and 18620.160719of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:
42(a) 43The provisions of this act pertaining to the collection or discharge of the liability continue to apply to the liability.
63(b) 64For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership.
86(c) 87If a person is required to pay any amount under this subsection:
991. 100The person has a right of contribution from each other person that was liable as a general partner under s. 120620.1404121when the obligation was incurred and has not been released from the obligation under s. 136620.1607137.
1382. 139The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
174(2) 175In addition to any other liability provided by law:
184(a) 185A person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:
2541. 255Does not have notice of the conversion or merger.
2642. 265Reasonably believes that:
268a. 269The converted or surviving business is the converting or constituent limited partnership.
281b. 282The converting or constituent limited partnership is not a limited liability limited partnership.
295c. 296The person is a general partner in the converting or constituent limited partnership.
309(b) 310A person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable on a transaction entered into by the converted or surviving organization with a third party after the conversion or merger becomes effective, if:
3591. 360Immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership.
3812. 382At the time the third party enters into the transaction less than 2 years have passed since the person dissociated as a general partner and the third party:
410a. 411Does not have notice of the dissociation.
418b. 419Does not have notice of the conversion or merger.
428c. 429Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.
