Title 17 Corporations, Partnerships and Associations

17-21-901. Conversion of partnership to limited partnership.

(a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement. (c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership which satisfies the requirements of W.S. 17-14-301 and includes: (i) A statement that the partnership was converted to a limited partnership from a partnership; (ii) Its former name; and (iii) A statement of the number of votes cast by the partners for and against the conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement. (d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate. (e) A partner who becomes a limited partner as a result of the conversion remains liable as a partner for an obligation incurred by the partnership before the conversion takes effect for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the partner is liable for an obligation incurred by the limited partnership within ninety (90) days after the conversion takes effect for which a general partner would be personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. The partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act.