| | 1.__Conversion to or from limited partnership.__An | organization other than a limited partnership may convert to a | limited partnership and a limited partnership may convert to | another organization pursuant to this section and sections 1433 | to 1435 and a plan of conversion if: |
|
| A.__The other organization's governing statute authorizes | the conversion; |
|
| B.__The conversion is not prohibited by the law of the | jurisdiction that enacted the governing statute; and |
|
| C.__The other organization complies with its governing | statute in effecting the conversion. |
|
| | 2.__Plan of conversion.__A plan of conversion must be in a | record and must include: |
|
| A.__The name and form of the organization before conversion; |
|
| B.__The name and form of the organization after conversion; |
|
| C.__The terms and conditions of the conversion, including | the manner and basis for converting interests in the | converting organization into any combination of money, | interests in the converted organization and other | consideration; and |
|
| D.__The organizational documents of the converted | organization. |
|
| §1433.__Action on plan of conversion by converting limited |
|
| | 1.__Consent.__Subject to section 1440, a plan of conversion | must be consented to by all the partners of a converting limited | partnership. |
|
| | 2.__Amend plan or abandon planned conversion.__Subject to | section 1440 and any contractual rights, after a conversion is | approved, and at any time before a filing is made under section | 1434, a converting limited partnership may amend the plan or | abandon the planned conversion: |
|
| A.__As provided in the plan; and |
|
| B.__Except as prohibited by the plan, by the same consent as | was required to approve the plan. |
|
|