Sec. 10.55.405. Statement of conversion; effective date.

419 words·~2 min read·/ak/title-10/chapter-55/10-55-405

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A statement of conversion shall be signed on behalf of the converting entity and filed with the department.

(b)A statement of conversion must contain

(1)the name, jurisdiction of organization, and type of the converting entity;

(2)the name, jurisdiction of organization, and type of the converted entity;

(3)if the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;

(4)if the converting entity is a

(A)domestic entity, a statement that the plan of conversion was approved in accordance with AS 10.55.401 — 10.55.406; or

(B)foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;

(5)if the converted entity is a domestic filing entity, the text of the converted entity's public organic document, as an attachment;

(6)if the converted entity is a domestic limited liability partnership, the text of the converted entity's statement of qualification, as an attachment; and

(7)if the converted entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the department may send any process served on the commissioner under AS 10.55.406 (e).

(c)In addition to the requirements of

(b)of this section, a statement of conversion may contain any other provision not prohibited by law.

(d)If the converted entity is a domestic entity, the converted entity's public organic document, if any, must satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.

(e)A plan of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of

(b)of this section may be filed with the department instead of a statement of conversion and, on filing, has the same effect as a statement of conversion. If a plan of conversion is filed as provided in this subsection, references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.

(f)A statement of conversion becomes effective on the date and time of filing or the later date and time specified in the statement of conversion under (b)(3) of this section.