§425-192  Conversion into and from
partnerships or limited liability partnerships.  (a)  A domestic
partnership or limited liability partnership may adopt a plan of conversion and
convert to a foreign partnership, limited liability partnership, or any other
entity if:



(1)  The domestic partnership or limited liability
partnership acts on and its partners approve a plan of conversion in the manner
prescribed by sections 425-203 and 428-904 to 428-906 and the conversion is
treated as a merger to which the converting entity is a party and not the
surviving entity;



(2)  The conversion is permitted by and complies with
the laws of the state or country in which the converted entity is to be
incorporated, formed, or organized; and the incorporation, formation, or organization
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 that
partner, owns an equity interest or other ownership interest in, and is a
shareholder, partner, member, owner, or other security holder of, the converted
entity; 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 liability
partnership, or other entity may adopt a plan of conversion and convert to a
domestic partnership or limited liability partnership if the conversion is
permitted by and complies with the laws of the state or country in which the
foreign partnership, limited liability partnership, or other entity is
incorporated, formed, or organized.



(c)  A plan of conversion shall set forth:



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



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



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



(4)  The manner and basis of converting the
partnership interests, or other forms of ownership of the converting entity
into partnership interests, or other forms of ownership of the converted
entity, or any combination thereof.



(d)  A plan of conversion may set forth any
other provisions relating to the conversion that are not prohibited by law,
including without limitation the initial partnership or limited liability
partnership agreement of the converted entity if the converted entity is a
partnership or limited liability partnership. [L 1999, c 280, pt of §4; am L
2001, c 129, §75; am L 2002, c 41, §18]