State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-1051

§ 59‑1051.  Plan ofconversion.

(a)        The convertingbusiness entity shall approve a written plan of conversion containing:

(1)        The name of theconverting business entity, its type of business entity, and the state orcountry whose laws govern its organization and internal affairs;

(2)        The name of theresulting domestic limited partnership into which the converting businessentity shall convert;

(3)        The terms andconditions of the conversion; and

(4)        The manner and basisfor converting the interests in the converting business entity into interests,obligations, or securities of the resulting domestic limited partnership orinto cash or other 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 business entity or by any other person, group, orbody.

(3)        The terms of, oractions taken under, an agreement to which the converting business entity is aparty, or any other agreement or document.

(b)        The plan ofconversion shall be approved in accordance with the laws of the state orcountry governing the organization and internal affairs of the convertingbusiness entity.

(c)        After a plan ofconversion has been approved as provided in subsection (b) of this section, butbefore a certificate of limited partnership for the resulting domestic limitedpartnership becomes effective, the plan of conversion may be amended orabandoned to the extent permitted by the laws that govern the organization andinternal affairs of the converting business entity. (1999‑369, s. 4.8; 2001‑387,s. 140; 2005‑268, s. 56.)