LD 2290
pg. 6
Page 5 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 7 of 31
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LR 3693
Item 1

 
5.__Certificate of conversion.__A business entity converting
to another type of business entity shall file with the Secretary
of State:

 
A.__A certificate of conversion; and

 
B.__Articles of organization, articles of incorporation,
certificate of limited partnership or other formation
documents required by law for the formation of the type of
business entity resulting from the conversion.

 
6.__Content of certificate.__The certificate of conversion
must state:

 
A.__The date on which the business entity was first created,
formed, incorporated or otherwise came into being and its
jurisdiction immediately prior to its conversion to another
type of__business entity;

 
B.__The name of the business entity immediately prior to the
filing of the certificate of conversion;

 
C.__The name of the resulting business entity as set forth
in its articles of organization or other formation documents
filed for other business entities in accordance with
subsection 5;

 
D.__If the converting business entity is a corporation:

 
(1)__The designation, number of outstanding shares and
number of votes entitled to be cast by each voting
group entitled to vote separately on the plan; and

 
(2)__Either the total number of votes cast for and
against the plan by each voting group entitled to vote
separately on the plan or the total number of votes
cast for the plan separately by each voting group and a
statement that the number cast for the plan by each
voting group is sufficient for approval by that voting
group;

 
E.__That the plan of conversion is on file at the principal
place of business of the resulting business entity and the
address of the entity and that a copy of the plan of
conversion will be furnished by the resulting business
entity on request and without cost to any interest holder of
the business entity; and

 
F.__The date when the conversion is to take effect, not to
exceed 60 days after the filing date of the conversion.


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