29-2401. Conversion authorized A. By complying with this article, a domestic entity may become either of the following: 1. A domestic entity of a different type. 2. A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction. B. A foreign entity may become a domestic entity […]
29-2402. Plan of conversion A. 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 all of the following: 1. The name and type of the converting entity. 2. The name, jurisdiction of organization and type […]
29-2403. Approval of conversion A. A plan of conversion is not effective unless it has been approved both: 1. By a domestic converting entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a conversion. (b) If neither its governing statute nor its organizational documents provide […]
29-2404. Amendment or abandonment of plan of conversion A. A plan of conversion of a domestic converting entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of […]
29-2405. Statement of conversion; effective date A. A statement of conversion must be signed on behalf of the converting entity. The statement of conversion must be delivered for filing: 1. In the case of a domestic entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection A, paragraph 1, with […]
29-2406. Effect of conversion A. When a conversion becomes effective: 1. The converted entity is both of the following: (a) Organized under and subject to the governing statute of the converted entity. (b) The same entity without interruption as the converting entity. 2. All property, including rights, privileges, immunities and powers, of the converting entity […]
29-2407. Ineffectiveness of conversion due to law of foreign jurisdiction A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the relevant foreign jurisdiction as required by either section 29-2401, subsection A, paragraph 2 or subsection B, the conversion is ineffective. A […]
