§ 4-32-1204 - Filings required for conversion -- Effective date.
4-32-1204. Filings required for conversion -- Effective date.
(a) (1) After a plan of conversion is approved, a converting limited liability company shall file articles of conversion with the Secretary of State.
(2) The articles of conversion shall include:
(A) A statement that the limited liability company has been converted into another organization;
(B) The name and form of the converted organization and the jurisdiction of its governing statute;
(C) The date the conversion is effective under the governing statute of the converted organization;
(D) A statement that the conversion was approved as required by this chapter;
(E) A statement that the conversion was approved as required by the governing statute of the converted organization;
(F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and
(G) (i) A copy of the plan of conversion; or
(ii) A statement that:
(a) Contains the address of an office of the organization where the plan of conversion is on file; and
(b) A copy of the plan of conversion will be furnished by the converting organization on request and without cost to any shareholder of the converting organization.
(b) (1) If the converting organization is not a converting limited liability company, the converting organization shall file articles of organization with the Secretary of State.
(2) The articles of organization shall include, in addition to the information required by 4-32-202:
(A) A statement that the limited liability company was converted from another organization;
(B) The name and form of the converting organization and the jurisdiction of its governing statute; and
(C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(c) A conversion becomes effective:
(1) If the converted organization is a limited liability company, when the articles of organization take effect; and
(2) If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.