RS 12:1-953

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RS 12:1-953

§1-953. Articles of entity conversion

A. After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this Subpart, articles of entity conversion shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles shall do all of the following:

(1)Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the surviving entity.

(2)State the type of unincorporated entity that the surviving entity will be.

(3)Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this Subpart and the articles of incorporation.

(4)If the surviving entity is a filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached such a public organic document; except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.

B. After the conversion of a domestic unincorporated entity to a domestic business corporation or to another form of domestic unincorporated entity has been adopted and approved as required by the organic law of the converting entity, articles of entity conversion shall be signed on behalf of the converting entity by an officer or other duly authorized partner, member, manager or other representative. The articles shall do all of the following:

(1)Set forth the name of the converting entity immediately before the filing of the articles of entity conversion and the name to which the name of the converting entity is to be changed, which shall be a name that satisfies the requirements of the organic law of the surviving entity.

(2)Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the converting entity.

(3)Satisfy one of the following requirements concerning the provisions required by law to be included in the organic document of the surviving entity and, if required, in its initial report, do either of the following:

(a)If the surviving entity is a domestic business corporation, the articles of entity conversion shall either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or have attached articles of incorporation; except that, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.

(b)If the surviving entity is a domestic filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached such a public organic document; except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.

C. After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be signed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall do all of the following:

(1)Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of R.S. 12:1-401.

(2)Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction.

(3)Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law.

(4)Either contain all of the provisions that R.S. 12:1-202(A) requires to be set forth in articles of incorporation and any other desired provisions that R.S. 12:1-202(B) permits to be included in articles of incorporation, or have attached articles of incorporation; except that, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.

D. The articles of entity conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in R.S. 12:1-123. Articles of entity conversion under Subsection A or B of this Section may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this Section and the other organic law.

E. If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to Chapter 3 of this Title, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion.

F. Within thirty days after the date that the articles of entity conversion are delivered for filing to the secretary of state, a duplicate original of the articles shall be filed in the conveyance records of each parish in this state in which the converting entity owns immovable property.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.