57D-9-01. Definitions. Unless otherwise specifically provided, the following definitions apply in this Article: (1) Articles of organization and conversion. – The document filed by the Secretary of State under G.S. 57D-9-22 for the purpose of converting an eligible entity into an LLC. (2) Converting entity. – An eligible entity that converts into another eligible entity […]
57D-9-20. Conversion. (a) An eligible entity other than an LLC may convert to an LLC if both of the following requirements are met: (1) The conversion is permitted by the law governing the organization and internal affairs of the converting entity. (2) The converting entity complies with the requirements of this Part and, to the […]
57D-9-21. Plan of conversion. (a) The converting entity must approve a written plan of conversion containing the following: (1) The name, type of entity, and jurisdiction whose law governs the organization and internal affairs of the converting entity immediately before the conversion. (2) A statement that the converting entity will deliver to the Secretary of […]
57D-9-22. Filing of articles of organization and conversion by the converting entity. (a) After a plan of conversion has been approved by the converting entity as provided in G.S. 57D-9-21, the converting entity shall deliver articles of organization and conversion to the Secretary of State for filing. The articles of organization and conversion must contain […]
57D-9-23. Effective date; effects of conversion. (a) The conversion takes effect when the articles of organization and conversion of the converting entity filed by the Secretary of State become effective, at which time the following shall occur: (1) The converting entity ceases its prior form of organization and continues in existence as the surviving entity. […]
57D-9-30. Conversion. An LLC may convert to a different eligible entity if both of the following requirements are met: (1) The conversion is permitted by the law that will govern the organization and internal affairs of the surviving entity. (2) The converting LLC complies with the requirements of this Part and to the extent applicable […]
57D-9-31. Plan of conversion. (a) The converting LLC must approve a written plan of conversion containing the following: (1) The name of the converting LLC immediately before the conversion. (2) The name the surviving entity will have, the type of entity it will be, and the jurisdiction whose law will govern its organization and internal […]
57D-9-32. Articles of conversion. (a) After a plan of conversion has been approved by the converting LLC as provided in G.S. 57D-9-31, the converting LLC shall deliver articles of conversion to the Secretary of State for filing. The articles of conversion must contain the following information: (1) The name of the converting LLC immediately before […]
57D-9-33. Effects of conversion. (a) When the conversion takes effect, the following shall occur: (1) The converting LLC ceases its prior form of organization and continues in existence as the surviving entity. (2) The title to all real estate and other property owned by the converting LLC continues to be vested in the surviving entity […]
57D-9-40. Merger. An LLC may merge with one or more other eligible entities if both of the following requirements are met: (1) The merger is permitted by the law governing the organization and internal affairs of each other merging entity. (2) Each merging entity complies with the requirements of this Part and to the extent […]
57D-9-41. Plan of merger. (a) Each merging entity must approve a written plan of merger containing all of the following: (1) The name, type of entity, and jurisdiction whose law governs the organization and internal affairs of each merging entity immediately before the merger. (2) The name of the surviving entity. (3) The terms and […]
57D-9-42. Articles of merger. (a) After a plan of merger has been approved by each merging entity as provided in G.S. 57D-9-41, the surviving entity shall deliver articles of merger to the Secretary of State for filing. The articles of merger shall state the following: (1) The name, type of entity, and jurisdiction whose law […]
57D-9-43. Effects of merger. (a) When the merger takes effect, the following shall occur: (1) Each merging entity other than the surviving entity merges into the surviving entity, and the separate existence of each merging entity other than the surviving entity ceases. (2) The title to all real estate and other property owned by each […]
