§414-272  Articles of conversion.  (a) 
If a plan of conversion has been approved in accordance with section 414-271
and has not been abandoned, articles of conversion shall be executed by an
officer or other duly authorized representative of the converting entity and
shall set forth:



(1)  A statement certifying the following:



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



(B)  That a plan of conversion has been approved
in accordance with section 414-271;



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



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



(2)  If the converting entity is a domestic
corporation, the number of shares outstanding and, if the shares of any class
or series are entitled to vote as a class, the designation and number of
outstanding shares of each class or series;



(3)  If the converting entity is a domestic
corporation, the number of shares outstanding that voted for and against the
plan, and, if the shares of any class or series are entitled to vote as a
class, the number of shares of each such class or series that voted for and
against the plan; and



(4)  If the converting entity is a foreign corporation
or other entity, a statement that the approval of the plan of conversion was
duly authorized and complied with the laws under which it was incorporated,
formed, or organized.



(b)  The articles of conversion shall be
delivered to the department director.  The converted entity, if a domestic
corporation, domestic professional corporation, domestic nonprofit corporation,
domestic general partnership, domestic limited partnership, or domestic limited
liability company shall attach a copy of its respective registration documents
with the articles of conversion.



(c)  If the department director finds that the
articles of conversion satisfy the requirements provided by law, and that all
required documents are filed, the department director, after all fees have been
paid, shall:



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



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



(3)  Issue a certificate of conversion to the converted
entity or its authorized representatives. [L 2000, c 244, pt of §1; am L 2001,
c 129, §29]