(a) The convertingdomestic corporation shall approve a written plan of conversion containing:
(1) The name of theconverting domestic corporation;
(2) The name of theresulting business entity into which the domestic corporation shall convert,its type of business entity, and the state or country whose laws govern itsorganization and internal affairs;
(3) The terms andconditions of the conversion; and
(4) The manner and basisfor converting the shares of the domestic corporation into interests,obligations, or securities of the resulting business entity or into cash orother property in whole or in part.
(a1) The plan ofconversion may contain other provisions relating to the conversion.
(a2) The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the converting domestic corporation or by any other person, group, orbody.
(3) The terms of, oractions taken under, an agreement to which the converting domestic corporationis a party, or any other agreement or document.
(b) For a plan ofconversion to be approved:
(1) The board ofdirectors shall recommend the plan of conversion to the shareholders, unlessthe board of directors determines that because of conflict of interest or otherspecial circumstances it should make no recommendation, in which event theboard of directors shall communicate the basis for its lack of a recommendationto the shareholders with the plan; and
(2) The shareholdersentitled to vote shall approve the plan.
(c) The board ofdirectors may condition its submission of the proposed conversion on any basis.
(d) The corporationshall notify each shareholder, whether or not entitled to vote, of the proposedshareholders' meeting in accordance with G.S. 55‑7‑05. The noticeshall state that the purpose, or one of the purposes, of the meeting is toconsider the plan of conversion and contain or be accompanied by a copy of theplan.
(e) Unless thisChapter, the articles of incorporation, a bylaw adopted by the shareholders orthe board of directors, acting pursuant to subsection (c) of this section,require a greater vote or a vote by voting groups, the plan of conversion to beauthorized shall be approved by each voting group entitled to vote separatelyon the plan by a majority of all the votes entitled to be cast on the plan bythat voting group and, for the purpose of Article 9 of this Chapter or anyprovision in the articles of incorporation or bylaws adopted prior to January1, 2002, a conversion shall be deemed to be included within the term"merger". If any shareholder of the converting domestic corporationhas or will have personal liability for any existing or future obligation ofthe resulting business entity solely as a result of holding an interest in theresulting business entity, then in addition to the requirements of thepreceding sentence, approval of the plan of conversion by the domesticcorporation shall require the affirmative vote or written consent of thatshareholder.
(f) Separate voting byvoting groups is required on a plan of conversion if the plan contains aprovision that, if contained in a proposed amendment to articles ofincorporation, would require action by one or more separate voting groups onthe proposed amendment under G.S. 55‑10‑04, except where theconsideration to be received in exchange for the shares of that group consistssolely of cash.
(g) After a plan ofconversion has been approved by a domestic corporation but before the articlesof conversion become effective, the plan of conversion (i) may be amended asprovided in the plan of conversion, or (ii) may be abandoned, subject to anycontractual rights, as provided in the plan of conversion or, if there is nosuch provision, as determined by the board of directors without furthershareholder action. (2001‑387, s. 17; 2005‑268, s. 30.)
(a) The convertingdomestic corporation shall approve a written plan of conversion containing:
(1) The name of theconverting domestic corporation;
(2) The name of theresulting business entity into which the domestic corporation shall convert,its type of business entity, and the state or country whose laws govern itsorganization and internal affairs;
(3) The terms andconditions of the conversion; and
(4) The manner and basisfor converting the shares of the domestic corporation into interests,obligations, or securities of the resulting business entity or into cash orother property in whole or in part.
(a1) The plan ofconversion may contain other provisions relating to the conversion.
(a2) The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the converting domestic corporation or by any other person, group, orbody.
(3) The terms of, oractions taken under, an agreement to which the converting domestic corporationis a party, or any other agreement or document.
(b) For a plan ofconversion to be approved:
(1) The board ofdirectors shall recommend the plan of conversion to the shareholders, unlessthe board of directors determines that because of conflict of interest or otherspecial circumstances it should make no recommendation, in which event theboard of directors shall communicate the basis for its lack of a recommendationto the shareholders with the plan; and
(2) The shareholdersentitled to vote shall approve the plan.
(c) The board ofdirectors may condition its submission of the proposed conversion on any basis.
(d) The corporationshall notify each shareholder, whether or not entitled to vote, of the proposedshareholders' meeting in accordance with G.S. 55‑7‑05. The noticeshall state that the purpose, or one of the purposes, of the meeting is toconsider the plan of conversion and contain or be accompanied by a copy of theplan.
(e) Unless thisChapter, the articles of incorporation, a bylaw adopted by the shareholders orthe board of directors, acting pursuant to subsection (c) of this section,require a greater vote or a vote by voting groups, the plan of conversion to beauthorized shall be approved by each voting group entitled to vote separatelyon the plan by a majority of all the votes entitled to be cast on the plan bythat voting group and, for the purpose of Article 9 of this Chapter or anyprovision in the articles of incorporation or bylaws adopted prior to January1, 2002, a conversion shall be deemed to be included within the term"merger". If any shareholder of the converting domestic corporationhas or will have personal liability for any existing or future obligation ofthe resulting business entity solely as a result of holding an interest in theresulting business entity, then in addition to the requirements of thepreceding sentence, approval of the plan of conversion by the domesticcorporation shall require the affirmative vote or written consent of thatshareholder.
(f) Separate voting byvoting groups is required on a plan of conversion if the plan contains aprovision that, if contained in a proposed amendment to articles ofincorporation, would require action by one or more separate voting groups onthe proposed amendment under G.S. 55‑10‑04, except where theconsideration to be received in exchange for the shares of that group consistssolely of cash.
(g) After a plan ofconversion has been approved by a domestic corporation but before the articlesof conversion become effective, the plan of conversion (i) may be amended asprovided in the plan of conversion, or (ii) may be abandoned, subject to anycontractual rights, as provided in the plan of conversion or, if there is nosuch provision, as determined by the board of directors without furthershareholder action. (2001‑387, s. 17; 2005‑268, s. 30.)
(a) The convertingdomestic corporation shall approve a written plan of conversion containing:
(1) The name of theconverting domestic corporation;
(2) The name of theresulting business entity into which the domestic corporation shall convert,its type of business entity, and the state or country whose laws govern itsorganization and internal affairs;
(3) The terms andconditions of the conversion; and
(4) The manner and basisfor converting the shares of the domestic corporation into interests,obligations, or securities of the resulting business entity or into cash orother property in whole or in part.
(a1) The plan ofconversion may contain other provisions relating to the conversion.
(a2) The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (2) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:
(1) Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.
(2) A determination oraction by the converting domestic corporation or by any other person, group, orbody.
(3) The terms of, oractions taken under, an agreement to which the converting domestic corporationis a party, or any other agreement or document.
(b) For a plan ofconversion to be approved:
(1) The board ofdirectors shall recommend the plan of conversion to the shareholders, unlessthe board of directors determines that because of conflict of interest or otherspecial circumstances it should make no recommendation, in which event theboard of directors shall communicate the basis for its lack of a recommendationto the shareholders with the plan; and
(2) The shareholdersentitled to vote shall approve the plan.
(c) The board ofdirectors may condition its submission of the proposed conversion on any basis.
(d) The corporationshall notify each shareholder, whether or not entitled to vote, of the proposedshareholders' meeting in accordance with G.S. 55‑7‑05. The noticeshall state that the purpose, or one of the purposes, of the meeting is toconsider the plan of conversion and contain or be accompanied by a copy of theplan.
(e) Unless thisChapter, the articles of incorporation, a bylaw adopted by the shareholders orthe board of directors, acting pursuant to subsection (c) of this section,require a greater vote or a vote by voting groups, the plan of conversion to beauthorized shall be approved by each voting group entitled to vote separatelyon the plan by a majority of all the votes entitled to be cast on the plan bythat voting group and, for the purpose of Article 9 of this Chapter or anyprovision in the articles of incorporation or bylaws adopted prior to January1, 2002, a conversion shall be deemed to be included within the term"merger". If any shareholder of the converting domestic corporationhas or will have personal liability for any existing or future obligation ofthe resulting business entity solely as a result of holding an interest in theresulting business entity, then in addition to the requirements of thepreceding sentence, approval of the plan of conversion by the domesticcorporation shall require the affirmative vote or written consent of thatshareholder.
(f) Separate voting byvoting groups is required on a plan of conversion if the plan contains aprovision that, if contained in a proposed amendment to articles ofincorporation, would require action by one or more separate voting groups onthe proposed amendment under G.S. 55‑10‑04, except where theconsideration to be received in exchange for the shares of that group consistssolely of cash.
(g) After a plan ofconversion has been approved by a domestic corporation but before the articlesof conversion become effective, the plan of conversion (i) may be amended asprovided in the plan of conversion, or (ii) may be abandoned, subject to anycontractual rights, as provided in the plan of conversion or, if there is nosuch provision, as determined by the board of directors without furthershareholder action. (2001‑387, s. 17; 2005‑268, s. 30.)
