State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-73_21

§ 59‑73.21.  Plan ofconversion.

(a)        The convertingdomestic partnership shall approve a written plan of conversion containing:

(1)        The name of theconverting domestic partnership;

(2)        The name of theresulting business entity into which the domestic partnership 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 interests in the domestic partnership 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 partnership or by any other person, group, orbody.

(3)        The terms of, oractions taken under, an agreement to which the converting domestic partnershipis a party, or any other agreement or document.

(b)        The plan ofconversion shall be approved by the domestic partnership in the manner providedfor the approval of the conversion in a written partnership agreement or, ifthere is no such provision, by the unanimous consent of its partners. If anypartner of the converting domestic partnership has or will have personalliability for any existing or future obligation of the resulting businessentity solely as a result of holding an interest in the resulting businessentity, then in addition to the requirements of the preceding sentence,approval of the plan of conversion by the domestic partnership shall requirethe consent of that partner. The converting domestic partnership shall providea copy of the plan of conversion to each partner of the converting domesticpartnership at the time provided in a written partnership agreement or, ifthere is no such provision, prior to its approval of the plan of conversion.

(c)        After a plan ofconversion has been approved by a domestic partnership 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 writtenpartnership agreement or, if not so provided, as determined in the mannernecessary for approval of the plan of conversion. (2001‑387, s. 111; 2001‑487,s. 62(t); 2005‑268, s. 53.)