[§414D-208]  Articles of conversion. (a)  If a plan of conversion has been approved in accordance with section 414D‑202and has not been abandoned, articles of conversion shall be executed by anofficer or other duly authorized representative of the converting entity andshall set forth:

(1)  A statement certifying the following:

(A)  The name, form 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 or director, as the case may be, of the converting entity or theconverted entity; and

(2)  If the converting entity is a domestic or foreigncorporation 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 department director.  The converted entity, if a domesticcorporation, domestic professional corporation, domestic nonprofit corporation,domestic general partnership, domestic limited partnership, or domestic limitedliability company shall attach a copy of its respective registration documentswith the articles of conversion.

(c)  If the department director finds that thearticles of conversion satisfy the requirements provided by law, and that allrequired documents are filed, the department director, after all fees have beenpaid shall:

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

(2)  File the document in the department director'soffice; and

(3)  Issue a certificate of conversion to theconverted entity or its authorized representatives. [L 2001, c 105, pt of §1]