92A.105  Authority for conversion; approval, form and contents of plan of conversion.

1.  Except as limited by NRS 78.411 to 78.444, inclusive, one domestic general partnership or one domestic entity, except a domestic nonprofit corporation, may convert into a domestic entity of a different type or a foreign entity if the plan of conversion is approved pursuant to the provisions of this chapter.

2.  The plan of conversion must be in writing and set forth the:

(a) Name of the constituent entity and the proposed name for the resulting entity;

(b) Jurisdiction of the law that governs the constituent entity;

(c) Jurisdiction of the law that will govern the resulting entity;

(d) Terms and conditions of the conversion;

(e) Manner and basis, if any, of converting the owner’s interest or the interest of a partner in a general partnership of the constituent entity into owner’s interests, rights of purchase and other securities in the resulting entity or cancelling such owner’s interests in whole or in part; and

(f) Full text of the charter documents of the resulting entity.

3.  The plan of conversion may set forth other provisions relating to the conversion.

(Added to NRS by 2001, 1403; A 2001, 3199; 2003, 3181; 2005, 2200)