Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.791. Effect of conversion

(1) all property owned by the converting limited liability company remains vested in the converted organization and no assignment by operation of law or otherwise of its assets, properties, or contracts shall be deemed to have occurred;

(2) all debts, obligations, or other liabilities of the converting limited liability company continue as debts, obligations, or other liabilities of the converted organization;

(3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred or as actions or proceedings by or against the converted organization;

(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting limited liability company 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 ofsections 322B.80to322B.873.