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10A-9-11.03
Section 10A-9-11.03 Action on plan of conversion by converting limited partnership. Repealed
by Act 2016-379, §5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
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10-9C-1103
Section 10-9C-1103 Action on plan of conversion by converting limited partnership. All provisions
of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act
2009-621, p. 1805, §1.)...
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10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (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-9A-2.03(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,...
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10A-9-11.07
Section 10A-9-11.07 Action on plan of merger by constituent limited partnership. Repealed by
Act 2016-379, §5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
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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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10-9C-1107
Section 10-9C-1107 Action on plan of merger by constituent limited partnership. All provisions
of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act
2009-621, p. 1805, §1.)...
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10-9B-1103
Section 10-9B-1103 Conversion of general partnership, corporation, limited liability company,
or foreign limited partnership to limited partnership. All provisions of Title 10 have been
repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex. Sess.,
p. 335, §1.)...
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10-9B-1102
Section 10-9B-1102 Conversion of limited partnership to general partnership, corporation or
limited liability company, or foreign limited partnership. All provisions of Title 10 have
been repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex.
Sess., p. 335, §1.)...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) Governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the shareholders
and directors or by or among any of them, including use of...
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10A-9A-10.05
Section 10A-9A-10.05 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization 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
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
entity may, but need not, be substituted for the name of the converting entity in any pending
action or proceeding; (4) except as prohibited...
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