§428-902.5  Conversion into and from limitedliability companies.  (a)  A domestic limited liability company may adopt aplan of conversion and convert to a foreign limited liability company or anyother entity if:

(1)  The domestic limited liability company acts onand its members approve a plan of conversion in the manner prescribed bysections 428-904 to 428-906 and the conversion is treated as a merger to whichthe converting entity is a party and not the surviving entity;

(2)  The conversion is permitted by, and complieswith, the laws of the state or country in which the converted entity is to beincorporated, formed, or organized; and the incorporation, formation, ororganization of the converted entity complies with such laws;

(3)  At the time the conversion becomes effective,each member of the converting entity, unless otherwise agreed to by thatmember, owns an equity interest or other ownership interest in, and is ashareholder, partner, member, owner, or other security holder of, the convertedentity;

(4)  The members of the domestic limited liabilitycompany shall not, as a result of the conversion, become personally liablewithout the members' consent, for the liabilities or obligations of theconverted entity; and

(5)  The converted entity is incorporated, formed, ororganized as part of or pursuant to the plan of conversion.

(b)  Any foreign limited liability company orother entity may adopt a plan of conversion and convert to a domestic limitedliability company if the conversion is permitted by and complies with the lawsof the state or country in which the foreign limited liability company or otherentity is incorporated, formed, or organized.

(c)  A plan of conversion shall set forth:

(1)  The name of the converting entity and the convertedentity;

(2)  A statement that the converting entity iscontinuing its existence in the organizational form of the converted entity;

(3)  A statement describing the organizational form ofthe converted entity and the state or country under the laws of which theconverted entity is to be incorporated, formed, or organized; and

(4)  The manner and basis of converting the shares orother forms of ownership of the converting entity into shares or other forms ofownership of the converted entity, or any combination thereof.

(d)  A plan of conversion may set forth anyother provisions relating to the conversion that are not prohibited by law,including without limitation the initial bylaws and officers of the convertedentity.

(e)  After a conversion of a limited liabilitycompany is approved, and at any time before the conversion becomes effective,the plan of conversion may be abandoned by the converting entity without memberaction and in accordance with the procedures set forth in the plan ofconversion or, if these procedures are not provided in the plan of conversion,in the manner determined by the members.  If articles of conversion have beenfiled with the director but the conversion has not become effective, theconversion may be abandoned if a statement, executed on behalf of theconverting entity by an officer or other duly authorized representative andstating that the plan of conversion has been abandoned in accordance withapplicable law, is filed with the director prior to the effective date of theconversion.  If the director finds that the statement satisfies therequirements provided by law, the director, after all fees have been paidshall:

(1)  Stamp the word "Filed" on the statementand the date of the filing;

(2)  File the document in the director's office; and

(3)  Issue a certificate of abandonment to theconverting entity or its authorized representatives.

(f)  Once the statement provided in subsection(e) is filed with the director, the conversion shall be deemed abandoned andshall not be effective. [L 1999, c 280, pt of §6; am L 2001, c 129, §98]