[§425E-1102]  Conversioninto or from limited partnerships.  (a)  A domestic limited partnership mayadopt a plan of conversion and convert to a foreign limited partnership or anyother entity if:

(1)  The domestic limited partnership acts on and itspartners approve a plan of conversion in the manner prescribed by sections425-203 and 428-904 to 428-906, as if the conversion is a merger to which theconverting entity is a party and not the surviving entity;

(2)  The conversion is permitted by and complies withthe laws of the state or country in which the converted entity is to beincorporated, formed, or organized; and the incorporation, formation, ororganization of the converted entity complies with such laws;

(3)  At the time the conversion becomes effective,each partner of the converting entity, unless otherwise agreed to by thatpartner, owns an equity interest or other ownership interest in, and is ashareholder, partner, member, owner, or other security holder of, the convertedentity; and

(4)  The converted entity shall be incorporated,formed, or organized as part of or pursuant to the plan of conversion.

(b)  Any foreign limited partnership or otherentity may adopt a plan of conversion and convert to a domestic limitedpartnership if the conversion is permitted by and complies with the laws of thestate or country in which the foreign limited partnership or other entity isincorporated, formed, or organized.

(c)  A plan of conversion shall set forth:

(1)  The name of the converting entity and theconverted entity;

(2)  A statement that the converting entity iscontinuing its existence in the organizational form of the converted entity;

(3)  A statement describing the organizational form ofthe converted entity and the state or country under the laws of which theconverted entity is to be incorporated, formed, or organized; and

(4)  The manner and basis of converting thepartnership interests, or other forms of ownership of the converting entityinto partnership interests, or other forms of ownership of the convertedentity, or any combination thereof.

(d)  A plan of conversion may set forth anyother provisions relating to the conversion that are not prohibited by law,including without limitation the initial partnership agreement of the convertedentity. [L 2003, c 210, pt of §1]