§428-902.6  Articles of conversion. (a)  If a plan of conversion has been approved in accordance with section428-902.5 and has not been abandoned, articles of conversion shall be executedby an officer or other duly authorized representative of the converting entityand shall set forth:

(1)  A statement certifying the following:

(A)  The name, type of entity, and state orcountry of incorporation, formation, or organization of the converting andconverted entities;

(B)  That a plan of conversion has beenapproved;

(C)  That an executed plan of conversion is onfile at the principal place of business of the converting entity and statingthe address thereof; and

(D)  That a copy of the plan of conversionshall be furnished by the converting entity prior to the conversion or by theconverted entity after the conversion on written request and without cost, toany member, shareholder, partner, or owner of the converting entity or theconverted entity;

(2)  If the converting entity is a domestic limitedliability company, the total number of authorized votes, and the number votedfor and against the plan; and

(3)  If the converting entity is a foreign limitedliability company or other entity, a statement that the approval of the plan ofconversion was duly authorized and complied with the laws under which it wasincorporated, formed, or organized.

(b)  The articles of conversion shall bedelivered to the director.  The converted entity, if a domestic corporation, domesticprofessional corporation, domestic nonprofit corporation, general partnership, limitedpartnership, or domestic limited liability company shall attach a copy of itsrespective registration documents with the articles of conversion.

(c)  If the director finds that the articles ofconversion satisfy the requirements provided by law, and that all requireddocuments are filed, the director, after all fees have been paid shall:

(1)  Stamp the articles of conversion and include thedate of the filing;

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

(3)  Issue a certificate of conversion to theconverted entity or its authorized representatives. [L 1999, c 280, ptof §6; am L 2001, c 129, §99; am L 2009, c 23, §13]