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10A-8A-9.02
Section 10A-8A-9.02 Conversion. (a) An organization other than a partnership may convert
to a partnership, and a partnership may convert to an organization other than a partnership
pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion,
if: (1) the governing statute of the organization that is not a partnership authorizes the
conversion; (2) the law of the jurisdiction governing the converting organization and the
converted organization does not prohibit the conversion; and (3) the converting organization
and the converted organization each comply with the governing statute and organizational documents
applicable to that organization in effecting the conversion. (b) A plan of conversion must
be in writing and must include: (1) the name, type of organization, and mailing address of
the principal office of the converting organization, and its unique identifying number or
other designation as assigned by the Secretary of State, if any, before...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
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10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a);
and (2) each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the...
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10A-9A-10.02
Section 10A-9A-10.02 Conversion. (a) An organization other than a limited partnership
may convert to a limited partnership, and a limited partnership may convert to an organization
other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through
10A-9A-10.05, and a plan of conversion, if: (1) the governing statute of the organization
that is not a limited partnership authorizes the conversion; (2) the law of the jurisdiction
governing the converting organization and the converted organization does not prohibit the
conversion; and (3) the converting organization and the converted organization each comply
with the governing statute and organizational documents applicable to that organization in
effecting the conversion. (b) A plan of conversion must be in writing and must include: (1)
the name, type of organization, and mailing address of the principal office of the converting
organization, and its unique identifying number or other designation as assigned by the...
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10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Acquired
entity" means the corporation or foreign corporation that will have all of one or more
classes or series of its stock acquired in a stock exchange. (2) "Acquiring entity"
means the corporation or foreign corporation that will acquire all of one or more classes
or series of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
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10A-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the
surviving organization continues or, in the case of a surviving organization created pursuant
to the merger, comes into existence; (2) each constituent organization that merges into the
surviving organization ceases to exist as a separate entity; (3) except as provided in the
plan of merger, all property owned by, and every contract right possessed by, each constituent
organization, or series thereof, that ceases to exist vests in the surviving organization
without transfer, reversion, or impairment and the title to any property and contract rights
vested by deed or otherwise in the surviving organization shall not revert, be in any way
impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations,
and other liabilities of each constituent organization, or series thereof, other than the
surviving organization, are debts, obligations, and other liabilities of the surviving...
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10A-9A-10.06
Section 10A-9A-10.06 Merger. (a) A limited partnership may merge with one or more other
constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09,
and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying numbers or other designations as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
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10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan
of conversion is approved: (1) if the converting organization is an organization formed under,
or its internal affairs are governed by, the laws of this state, the converting organization
shall file a statement of conversion in accordance with subsection (c), which statement of
conversion must be signed in accordance with Section 10A-8A-2.03 and which must include:
(A) the name, type of organization, and mailing address of the principal office of the converting
organization, and its unique identifying number or other designation as assigned by the Secretary
of State, if any, before conversion; (B) the date of the filing of the certificate of formation
of the converting organization, if any, and all prior amendments and the filing office or
offices, if any, where such is filed; (C) a statement that the converting organization has
been converted into the converted organization; (D) the name and type of...
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27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have
the following meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY.
Any company in the same corporate system as a parent, an industrial insured, or a member organization
by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE
COMPANY. Any insurance company formed to write insurance business for its parents and affiliates
and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory
standards in a form acceptable to the commissioner on companies transacting the business of
insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations,
limited liability companies, partnerships, associations, or other entities whereby either
of the following exists: a. The member organizations of which, or the association itself,
whether or not in conjunction with some or all of the...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger
has been adopted and approved as required by this article, then a statement of merger shall
be signed by each party to the merger except as provided in Section 10A-2A-11.05(a).
The statement of merger must set forth: (1) the name, type of organization, and mailing address
of the principal office of each constituent organization, the jurisdiction of the governing
statute of each constituent organization, and the respective unique identifying number or
other designation as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving
organization, the unique identifying number or other designation as assigned by the Secretary
of State, if any, of the surviving organization, the jurisdiction of the governing statute
of the surviving organization, and, if the surviving organization is created...
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