§ 1006. Conversion of partnership or limited partnership to limited
liability company. (a) As used in this article, unless the context
otherwise requires, the term, "limited partnership" means a limited
partnership formed under the laws of this state; and the terms "general
partner," "limited partner" and "majority in interest of the limited
partners" shall have the meanings assigned to such terms in article
eight-A of the partnership law; and the term "partnership" shall have
the meaning assigned to such term in article two of the partnership law.

(b) A partnership or limited partnership may be converted to a limited
liability company pursuant to this section.

(c) Subject to any requirements in the partnership agreement requiring
approval by any lesser percentage in interest of partners, an agreement
of conversion setting forth the terms and conditions of a conversion of
a partnership to a limited liability company must be approved by all of
the partners of the partnership. Subject to any requirement in the
partnership agreement requiring approval by any greater or lesser
percentage in interest of limited partners, which shall not be less than
a majority in interest, the terms and conditions of a conversion of a
limited partnership to a limited liability company must be approved (i)
by such a vote of general partners as shall be required by the
partnership agreement, or, if no provision is made, by all general
partners, and (ii) by limited partners representing at least a majority
in interest of each class of limited partners. The agreement of
conversion shall be submitted to the general partners and limited
partners of a limited partnership at a regular or special meeting called
on twenty days notice or such other notice as the partnership agreement
may provide. A dissenting limited partner shall have the rights provided
in article eight-A of the partnership law and shall not be a member of
the converted limited liability company. Notwithstanding authorization
by the partners of a partnership or general partners or limited partners
of a limited partnership, the conversion to a limited liability company
may be abandoned pursuant to a provision for such abandonment, if any,
contained in the agreement of conversion.

(d) The agreement of conversion shall set forth the terms and
conditions of the conversion of the interests of partners of a
partnership or general partners and limited partners of a limited
partnership, as the case may be, into membership interests in the
converted limited liability company or the cash or other consideration
to be paid or delivered as a result of the conversion of the interests
of such partners, or a combination thereof.

(e) In connection with any conversion approved under subdivision (c)
of this section, the partnership or limited partnership shall file with
the department of state a signed certificate entitled "Certificate of
Conversion of ... (name partnership or limited partnership) to ... (name
of limited liability company) under section one thousand six of the
Limited Liability Company Law" and shall also satisfy the publication
requirements of section two hundred six of this chapter. Such
certificate shall include either:

(A) (i) articles of organization for such limited liability company in
the same manner as if newly formed pursuant to section two hundred three
of this chapter;

(ii) a statement that the partnership or limited partnership was, in
accordance with the provisions of this chapter, duly converted to a
limited liability company from a partnership or limited partnership, as
the case may be; and

(iii) The name of such partnership or limited partnership and in the
case of a limited partnership the date its initial certificate was filed
with the department of state, or:

(B) where such partnership or limited partnership is being converted
into a limited liability company formed pursuant to section two hundred
three of this chapter prior to the conversion,

(i) the name of such partnership or limited partnership and in the
case of a limited partnership the date its initial certificate was filed
with the department of state;

(ii) a statement that the partnership or limited partnership was, in
accordance with the provisions of this chapter duly converted to a
limited liability company from a partnership or limited partnership, as
the case may be; and

(iii) the name of the limited liability company and the date its
articles of organization were filed with the department of state.

(f) If the limited partnership is a domestic limited partnership, such
domestic limited partnership shall cancel its certificate of limited
partnership pursuant to article eight-A of the partnership law. The
certificate of cancellation shall include the name of the limited
liability company and a statement that the limited partnership will be
converted into a limited liability company upon the filing of such
certificate.

(g) The conversion takes effect, in the case of a partnership, when
the certificate of conversion is filed with the department of state or
at any later date specified in the certificate of conversion or, in the
case of a limited partnership, when the certificate of limited
partnership is canceled.

(h) A partner or, in the case of a limited partnership, a general
partner who becomes a member of a limited liability company as a result
of a conversion, remains liable as a partner or general partner, as the
case may be, for any debt, obligation, liability and penalty incurred by
the partnership or limited partnership before the conversion takes
effect. A limited partner who becomes a member as a result of a
conversion remains liable only as a limited partner for a debt,
obligation, liability or penalty incurred by the limited partnership
before the conversion takes effect. The partner's, general partner's or
limited partner's liability, if any, for a debt, obligation, liability
or penalty incurred by the limited liability company after the
conversion takes effect is that of a member as provided in this chapter.

(i) A limited liability company whose original articles of
organization were filed with the secretary of state and effective prior
to the effective date of this subdivision shall continue to be governed
by this section as in effect on such date and shall not be governed by
this section, unless otherwise provided in the operating agreement.