§425-193 - Articles of conversion.
§425-193 Articles of conversion. (a)
If a plan of conversion has been approved in accordance with section 425-192
and has not been abandoned, articles of conversion shall be executed by a
partner, officer, or other duly authorized representative of the converting
entity and shall set forth:
(1) A statement certifying the following:
(A) The name, type of entity, and state or
country of incorporation, formation, or organization of the converting and
converted entities;
(B) That a plan of conversion has been
approved in accordance with section 425-192;
(C) That an executed plan of conversion is on
file at the principal place of business of the converting entity and stating
the address thereof; and
(D) That a copy of the plan of conversion
shall be furnished by the converting entity prior to the conversion or the
converted entity after the conversion on written request and without cost, to
any partner, shareholder, owner, or member of the converting entity or the
converted entity; and
(2) A statement that the approval of the plan of
conversion was duly authorized by all action required by the laws under which
the converting entity was incorporated, formed, or organized.
(b) The articles of conversion shall be
delivered to the director.
(c) The converted entity, if a domestic
corporation, domestic professional corporation, domestic nonprofit corporation,
general partnership, limited partnership, or domestic limited liability company
shall attach a copy of its respective registration documents with the articles
of conversion. [L 1999, c 280, pt of §4; am L 2001, c 129, §76; am L 2009, c
23, §11]