N.Y. Limited Liability Company Law Section 1007
Effect of conversion

(a)

A partnership or limited partnership that has been converted pursuant to this chapter is for all purposes the same entity that existed before the conversion.

(b)

When a conversion takes effect:

(i)

all property, real and personal, tangible and intangible, of the converting partnership or limited partnership remains vested in the converted limited liability company;

(ii)

all debts, obligations, liabilities and penalties of the converting partnership or limited partnership continue as debts, obligations, liabilities and penalties of the converted limited liability company;

(iii)

any action, suit or proceeding, civil or criminal, then pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; and

(iv)

to the extent provided in the agreement of conversion and in this chapter, the partners of a partnership or the general partners and limited partners of a limited partnership shall continue as members in the converted limited liability company.

Source: Section 1007 — Effect of conversion, https://www.­nysenate.­gov/legislation/laws/LLC/1007 (updated Sep. 22, 2014; accessed Aug. 22, 2026).

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Verified:
Aug. 22, 2026

Last modified:
Sep. 22, 2014

§ 1007. Effect of conversion's source at nysenate​.gov

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