(a) A corporation that is converted to a partnership or limited partnership 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 corporation vests in the partnership or limited partnership; (2) all debts, liabilities, and other obligations of the converting corporation continue as obligations of the partnership or limited partnership; (3) an action or proceeding pending by or against the converting corporation may be continued as if the conversion has not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting corporation vest in the partnership or limited partnership; and (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-11-113(c), all of the shareholders of the converting corporation continue as either general partners or limited partners of the general or limited partnership and as specified in accord with the plan of conversion.
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