(a) A partnership or limited partnership that is converted pursuant to Section 33-11-109 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 partnership or limited partnership vests in the corporation;

(2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the corporation;

(3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion has not occurred;

(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the corporation; and

(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-11-109(c), all the partners of the converting partnership continue as shareholders of the corporation.

(c)(1) If a partnership or limited partnership that owns real property in South Carolina changes its name by amendment of its articles or by merger, reorganization, domestication, or conversion, the newly-named surviving, acquiring, reorganized, domesticated, or converted entity must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located.

(2) The filing must be by:

(i) affidavit containing the old name of the partnership or limited partnership and new name of the entity and describing the real property owned by that entity; or

(ii) filing a certified copy of the amendment to certificate of limited partnership, articles of merger, articles of domestication, or articles of conversion and including a description of the real property; or

(iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, reorganized, domesticated, or converted entity.

(3) The affidavit, filed amendment, or articles must be duly indexed in the index of deeds.

(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a partnership or limited partnership name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected entity that is made after the change in name.

HISTORY: 2004 Act No. 221, Section 4.