29-2405. Statement of conversion; effective date

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

A. A statement of conversion must be signed on behalf of the converting entity. The statement of conversion must be delivered for filing:

1. In the case of a domestic entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection A, paragraph 1, with the appropriate filing authority, if any, for the domestic converting entity and, if there is a different filing authority for the domestic converted entity, with the different filing authority.

2. In the case of a domestic entity converting into a foreign entity of a different type pursuant to section 29-2401, subsection A, paragraph 2, with the appropriate filing authority, if any, for the domestic converting entity.

3. In the case of a foreign entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection B, with the appropriate filing authority, if any, for the domestic converted entity.

B. A statement of conversion must contain each of the following, if applicable:

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. With respect to the effective date and time of the conversion:

(a)If either the converting entity or the converted entity is a domestic filing entity, and if the statement of conversion is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b)If neither the converting entity nor the converted entity is a domestic filing entity, and if the statement of conversion is not to be effective on the signing of the statement of conversion, the later date and time on which it will become effective.

4. If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this article or, if the converting entity is a 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, its public organizational document, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

6. If the converted entity is a foreign entity that is required to be a qualified foreign entity, any documents that laws in this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

7. If the converted entity is a foreign entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2406, subsection E.

8. If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection 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 filing entity, its public organizational document attached under subsection B, paragraph 5 of this section:

1. Must satisfy the requirements of the laws of this state.

2. Is deemed to be signed by means of the signing of the statement of conversion.

3. May omit any provision that is not required to be included in a restatement of the public organizational document.

E. With respect to a plan of conversion that is signed on behalf of a domestic converting entity and that meets all of the requirements of subsection B of this section:

1. If either the converting entity or the converted entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of conversion and, on filing, has the same effect as a statement of conversion, in which case all references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.

2. If neither the converting entity nor the converted entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of conversion, in which case all references in this chapter to a statement of conversion refer to the plan of conversion.

F. With respect to the effective date and time of the conversion:

1. If either the converting entity or the converted entity is a domestic filing entity, once a statement of conversion has been approved for filing by the appropriate filing authority or authorities, both the conversion and the statement of conversion are deemed to have become effective on the date and time of the delivery of the statement of conversion for filing with the appropriate filing authority or authorities or, if applicable, on the later date and time specified in the statement of conversion.

2. If neither the converting entity nor the converted entity is a domestic filing entity, both the statement of conversion and the conversion are effective on the signing of the statement of conversion or, if applicable, the later date and time specified in the statement of conversion.