10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate
of incorporation requires a greater vote, in addition to any other approval of stockholders
required under this chapter, the approval of at least two-thirds of the votes entitled to
be cast thereon, and, if any class or series of stock is entitled to vote as a separate group
thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting
group, shall be required for a corporation that is not a benefit corporation to: (1) amend
its certificate of incorporation to include a statement that it is subject to this article;
or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the
merger or conversion, the stock of any voting group would become, or be converted into or
exchanged for the right to receive, stock of a benefit corporation or stock or interests in
an entity subject to provisions of organic law analogous to those in this...
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10A-8A-7.03
Section 10A-8A-7.03 Liability of person dissociated as a partner to other persons. (a) A person's
dissociation as a partner does not of itself discharge that person's liability for a partnership
obligation incurred before dissociation. A person dissociated as a partner is not liable for
a partnership obligation incurred after dissociation, except as provided in subsection (b).
(b) A person that dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity is liable as a partner to the other
party in a transaction entered into by the partnership, or a surviving partnership or other
surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year
after the partner's dissociation, only if the partner is liable for the obligation under Section
10A-8A-3.06 and at the time of entering into the transaction the other party: (1) reasonably
believed that the person dissociated as a partner was then a...
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10A-2A-9.15
Section 10A-2A-9.15 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization remain vested in the converted organization
without transfer, reversion, or impairment, and the title to any property vested by deed or
otherwise in the converting organization shall not revert or be in any way impaired by reason
of the conversion; (2) all debts, obligations, or other liabilities of the converting organization
continue as debts, obligations, or other liabilities of the converted organization and neither
the rights of creditors, nor the liens upon the property of the converting organization shall
be impaired by the conversion; (3) an action or proceeding pending by or against the converting
organization continues as if the conversion had not occurred and the name of the converted
organization may, but need not, be substituted for the name of the converting organization
in any pending action or proceeding; (4) except as...
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10A-5A-10.04
Section 10A-5A-10.04 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization, or series thereof, remains vested
in the converted organization without transfer, reversion, or impairment and the title to
any property vested by deed or otherwise in the converting organization shall not revert or
be in any way impaired by reason of the conversion; (2) all debts, obligations, or other liabilities
of the converting organization, or series thereof, continue as debts, obligations, or other
liabilities of the converted organization and neither the rights of creditors, nor the liens
upon the property of the converting organization shall be impaired by the conversion; (3)
an action or proceeding pending by or against the converting organization, or series thereof,
continues as if the conversion had not occurred and the name of the converted entity may,
but need not, be substituted for the name of the converting entity in...
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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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5-7A-43
Section 5-7A-43 Continuation of identity, obligations, etc., of state bank. Upon such conversion,
merger or consolidation becoming effective, the national bank shall be deemed to be a continuation
of the entity and of the identity of the state bank and all the rights, obligations and relations
of the state bank to or in respect to any person, estate, creditor, depositor, trustee or
beneficiary of any trust and in, or in respect to, any executorship or trusteeship or other
trust or fiduciary function shall remain unimpaired. The national bank, as of the time of
the taking effect of such conversion, merger or consolidation shall succeed to all such rights,
obligations, relations and trusts and the duties and liabilities connected therewith and shall
execute and perform each and every such trust or relation in the same manner as if the national
bank had itself assumed the trust or relation, including the obligations and liabilities connected
therewith. If the state bank is acting as...
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10A-8A-7.02
Section 10A-8A-7.02 Power to bind and liability of person dissociated as a partner. (a) For
one year after a person dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity, the partnership, including a surviving
partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter
1, is bound by an act of the person dissociated as a partner which would have bound the partnership
under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction
the other party: (1) reasonably believed that the person dissociated as a partner was then
a partner and reasonably relied on such belief in entering into the transaction; (2) did not
have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge
or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the
partnership for any damage caused to the...
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7-3-420
Section 7-3-420 Conversion of instrument. (a) An instrument is converted under circumstances
which would constitute conversion under personal property law. An instrument is also converted
if it is taken by transfer, other than a negotiation, from a person not entitled to enforce
the instrument or a bank makes or obtains payment with respect to the instrument for a person
not entitled to enforce the instrument or receive payment. An action for conversion of an
instrument may not be brought by (i) the issuer or acceptor of the instrument or (ii) a payee
or indorsee who did not receive delivery of the instrument either directly or through delivery
to an agent or a co-payee. (b) In an action under subsection (a), the measure of liability
is presumed to be the amount payable on the instrument, but recovery may not exceed the amount
of the plaintiff's interest in the instrument. (c) A representative, other than a depositary
bank, who has in good faith dealt with an instrument or its proceeds...
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10A-1-3.05
Section 10A-1-3.05 Certificate of formation. Unless provided otherwise in a chapter of this
title governing a filing entity: (a) The certificate of formation must state: (1) the name
of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing
entities other than limited partnerships, the purpose or purposes for which the filing entity
is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) the period of duration, if the entity is not formed to exist perpetually; (5) the street
address and, if different, the mailing address of the initial registered office of the filing
entity and the name of the initial registered agent of the filing entity at the office; (6)
the name and address of each: (A) organizer for the filing entity, unless the entity is formed
pursuant to a statement of conversion or merger; or (B) general partner, if the filing entity
is a limited partnership; (7) if the filing entity is formed pursuant...
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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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