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10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability
company may convert to a limited liability company, and a limited liability company may convert
to an organization other than a limited liability company pursuant to this section,
Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing
statute of the organization that is not a limited liability company 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...
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10A-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more
other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through
10A-5A-10.08, 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 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...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate
of formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to a general or limited partnership may be effected without the consent in
writing of each stockholder who will have personal liability with respect to the converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
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10A-2A-9.01
Section 10A-2A-9.01 Definitions. As used in this Article 9: Notwithstanding Section
10A-1-1.03, as used in this article, unless the context otherwise requires, the following
terms have the following meanings: (1) "Converted organization" means the organization
into which a converting organization converts pursuant to this article. (2) "Converting
corporation" means a converting organization that is a corporation. (3) "Converting
organization" means an organization that converts into another organization pursuant
to this article. (4) "Governing statute" of an organization means the statute that
governs the organization's internal affairs. (5) "Organization" means a general
partnership, including a limited liability partnership; limited partnership, including a limited
liability limited partnership; limited liability company; business trust; corporation; nonprofit
corporation; professional corporation; or any other person having a governing statute. The
term includes domestic and foreign...
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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent
organization" means an organization that is party to a merger under this article. (2)
"Constituent partnership" means a constituent organization that is a partnership.
(3) "Converted organization" means the organization into which a converting organization
converts pursuant to this article. (4) "Converting organization" means an organization
that converts into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT
LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership.
(2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under
this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting
organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP"
means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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10A-5A-10.03
Section 10A-5A-10.03 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-5A-2.04(a) 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...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into a general or limited partnership may be effected without the
consent in writing of each stockholder who will have personal liability with respect to the
surviving entity, notwithstanding any provision in the governing documents of the...
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