§425-192  Conversion into and frompartnerships or limited liability partnerships.  (a)  A domesticpartnership or limited liability partnership may adopt a plan of conversion andconvert to a foreign partnership, limited liability partnership, or any otherentity if:

(1)  The domestic partnership or limited liabilitypartnership acts on and its partners approve a plan of conversion in the mannerprescribed by sections 425-203 and 428-904 to 428-906 and the conversion istreated as a merger to which the converting entity is a party and not thesurviving 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, or organizationof 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 partnership, limited liabilitypartnership, or other entity may adopt a plan of conversion and convert to adomestic partnership or limited liability partnership if the conversion ispermitted by and complies with the laws of the state or country in which theforeign partnership, limited liability 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 or limited liabilitypartnership agreement of the converted entity if the converted entity is apartnership or limited liability partnership. [L 1999, c 280, pt of §4; am L2001, c 129, §75; am L 2002, c 41, §18]