345.7. A partnership is deemed to be a continuation of and the same person as a particular partnership where(1) the particular partnership would, but for this section and sections 345.1 to 345.6, be regarded as having ceased at any time to exist;
(2) a majority of the members of the particular partnership that together had, at or immediately before that time, more than a 50% interest in the capital of the particular partnership become members of the partnership of which they comprise more than half of the members; and
(3) the members of the particular partnership who become members of the partnership transfer to the partnership all or substantially all of the property distributed to them in settlement of their capital interests in the particular partnership.
The first paragraph does not apply where the partnership is registered or applies for registration under Division I of Chapter VIII.