§415A-16.6  Articles of conversion. (a)  If a plan of conversion has been approved in accordance with section 415A‑16.5and 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 beenapproved in accordance with section 415A‑16.5;

(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 of the converting entity or the converted entity;

(2)  If the converting entity is a professionalcorporation, 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 such class or series;

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

(4)  If the converting entity is another entity, astatement that the approval of the plan of conversion was duly authorized andcomplied with the laws under which it was incorporated, formed, or organized.

(b)  The articles of conversion shall bedelivered to the director.  The converted entity, if a domestic corporation,domestic professional corporation, domestic nonprofit corporation, generalpartnership, limited partnership, or domestic limited liability company, shallattach a copy of its respective registration documents with the articles ofconversion.

(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, pt of §2;am L 2001, c 129, §55; am L 2009, c 23, §7]