35-12-1504. Filings required for conversion -- effective date.
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35-12-1504 . Filings required for conversion -- effective date.
(1)After a plan of conversion is approved:
(a)a converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:
(i)a statement that the limited partnership has been converted into another organization;
(ii)the name and form of the organization and the jurisdiction of its governing statute;
(iii)the date the conversion is effective under the governing statute of the converted organization;
(iv)a statement that the conversion was approved as required by this chapter;
(v)a statement that the conversion was approved as required by the governing statute of the converted organization;
(vi)if the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of 35-12-1505 (3); and
(vii)a statement that the certificate of limited partnership is to be canceled as of the date on which the conversion took effect; and
(b)if the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by 35-12-601 :
(i)a statement that the limited partnership was converted from another organization;
(ii)the name and form of the organization and the jurisdiction of its governing statute; and
(iii)a statement that the conversion was approved in a manner that complied with the organization's governing statute.
(2)In the case of a limited partnership, the filing of articles of organization under subsection (1)(a) cancels its certificate of limited partnership as of the date on which the conversion took effect.
(3)A conversion becomes effective:
(a)if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and
(b)if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.