N.Y. LLC Law § 1007

§ 1007. Effect of conversion. (a) A partnership or limited partnership\nthat has been converted pursuant to this chapter is for all purposes the\nsame entity that existed before the conversion.\n (b) When a conversion takes effect:\n (i) all property, real and personal, tangible and intangible, of the\nconverting partnership or limited partnership remains vested in the\nconverted limited liability company;\n (ii) all debts, obligations, liabilities and penalties of the\nconverting partnership or limited partnership continue as debts,\nobligations, liabilities and penalties of the converted limited\nliability company;\n (iii) any action, suit or proceeding, civil or criminal, then pending\nby or against the converting partnership or limited partnership may be\ncontinued as if the conversion had not occurred; and\n (iv) to the extent provided in the agreement of conversion and in this\nchapter, the partners of a partnership or the general partners and\nlimited partners of a limited partnership shall continue as members in\nthe converted limited liability company.\n