§ 79-37-402. Plan of conversion
A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain: The name and type of entity of the converting entity; The name, jurisdiction of formation, and type of entity of the converted entity; The manner of […]
§ 79-37-403. Approval of conversion
A plan of conversion is not effective unless it has been approved: By a domestic converting entity: In a record, by each interest holder of a domestic converting entity which will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective, unless, in the case of an entity […]
§ 79-37-113. Effective time and date of document
Except as provided in Section 79-37-114, a document accepted for filing is effective: At the date and time of filing, as evidenced by the means used by the Secretary of State for recording the date and time of filing; At the time specified in the document as its effective time on the date it is […]
§ 79-37-102. Definitions
As used in this chapter, unless the context otherwise requires: [Reserved] [Reserved] “Approve” means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity’s organic rules, organic law, and other law to: “Conversion” means a transaction authorized by Article 4 of this chapter. “Converted […]
§ 79-37-103. Relationship of chapter to other laws
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter. A transaction effected under this chapter may not create or impair a right, duty, or […]
§ 79-37-104. Required notice or approval
A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to a conversion or domestication. Property held for a charitable purpose […]
§ 79-37-105. Status of filings
A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.
§ 79-37-106. Nonexclusivity
The fact that a transactionunder this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
§ 79-37-107. Reference to external facts
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan.The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control […]
§ 79-37-108. Alternative means of approval of transactions
Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.