RTA · Business Corporations Act
Part 2 — .1
15.6 Conversion from unlimited liability corporation to limited corporation
liability corporation that is converted to a limited corporation by
amendment of its articles or by amalgamation, and in addition
(a) the shareholders of the unlimited liability corporation as it
existed prior to the amendment or amalgamation continue to
be liable without limit for any liability, act or default of the
unlimited liability corporation that existed as of the date
shown on the certificate of amendment or amalgamation,
(b) an existing cause of action, claim or liability to prosecu tion
is unaffected,
(c) a civil, criminal or admin istrative action or proceeding
pending by or against the unlimited liability corporation
may continue to be prosecuted by or against the
shareholders of the unlimited liability corporation as it
existed prior to the amendment or amalgamation by or
against the limited corporation, and
(d) a conviction against, or ruling, order or judgment in favo ur
of or against, the unlimited liability corporation may be
enforced by or against the shareholders of the unlimited
liability corporation as it existed prior to the amendment,
amalgamation or continuance or by or against the limited
corporation.
(2) Section 186(a) to (c) and (g) apply to an amalgamation under
this Part, and in addition, if a limited corporation amalgamates with
an unlimited liability corporation and the resulting corporation is an
unlimited liability corporation,
(a) the shareholders of the amalgamated unlimited liability
corporation are liable for any liability, act or default of the
amalgamated unlimited liability corporation, whether it
arises before or after the date shown on the certificate of
amalgamation,
(b) an existing cause of action, claim or liability to prosecu tion
pertaining to the amalgamating unlimited liability
RSA 2000
corporation or the amalgamating limited corporation as it
existed prior to amalgamation includes the shareholders of
the amalgamated unlimited liability corporation,
(c) a civil, criminal or admin istrative action or proceeding
pending by or against the amalgamating unlimited liability
corporation or the amalgamating limited corporation as it
existed prior to amalgamation may continue to be
prosecuted by or against the amalgamated unlimited liability
corporation or by or against the shareholders of the
amalgamated unlimited liability corporation, and
(d) a conviction against, or ruling, order or judgment in favo ur
of or against, the amalgamating unlimited liability
corporation or the amalgamating limited corporation as it
existed prior to amalgamation may be enforced by or against
the amalgamated unlimited liability corporation or by or
against the shareholders of the amalgamated unlimited
liability corporation.
(3) If the articles of a limited corporation are amended to convert it
to an unlimited liability corporation,
(a) the shareholders of the lim ited corporation as it existed prior
to the date shown on the certificate of amendment
(i) become liable for any liability, act or default of the
limited corporation that existed as of the date shown on
the certificate of amendment, and
(ii) are liable for any liability , act or default of the unlimited
liability corporation on and from the date shown on the
certificate of amendment,
(b) an existing cause of action, claim or liability to prosecu tion
includes the shareholders of the unlimited liability
corporation,
(c) a civil, criminal or admin istrative action or proceeding
pending by or against the limited corporation as of the date
shown on the certificate of amendment may continue to be
prosecuted by or against the unlimited liability corporation
or by or against the shareholders of the unlimited liability
corporation, and
(d) a conviction against, or ruling, order or judgment in favo ur
of or against, the limited corporation as of the date shown on
the certificate of amendment, may be enforced by or against
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the unlimited liability corporation or by or against the
shareholders of the unlimited liability corporation.
2005 c8 s9