§414-272  Articles of conversion.  (a) If a plan of conversion has been approved in accordance with section 414-271and 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, type of entity, and state orcountry of incorporation, formation, or organization of the converting andconverted entities;

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

(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 shareholder, partner, member, or owner of the converting entity or theconverted entity;

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

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

(4)  If the converting entity is a foreign corporationor other entity, a statement that the approval of the plan of conversion wasduly authorized and complied with the laws under which it was incorporated,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 the convertedentity or its authorized representatives. [L 2000, c 244, pt of §1; am L 2001,c 129, §29]