§ 79-37-401. Conversion authorized
A charitable organization as defined in Section 79-11-501 may not convert under this Article 4. By complying with this article, a domestic entity may become: A domestic entity that is a different type of entity; or A foreign entity that is a different type of entity, if the conversion is authorized by the law of […]
§ 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 […]
§ 79-37-107. 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.
§ 79-37-109. Appraisal rights
An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless: […]
§ 79-37-111. Requirements for documents
To be entitled to filing by the Secretary of State, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements: This chapter requires or permits filing the document in the Office of the Secretary of State. The document contains the information […]
§ 79-37-112. Filing, service, and copying fees
The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding. The Secretary of State shall collect the following […]
§ 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 […]