§ 55-11A-03. Filing of articles of incorporation by converting entity.

218 words·~1 min read·/nc/chapter-55/55-11a-03

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(a)After a plan of conversion has been approved by the converting business entity as provided in G.S. 55-11A-02, the converting business entity shall deliver articles of incorporation to the Secretary of State for filing. In addition to the matters required or permitted by G.S. 55-2-02, the articles of incorporation shall contain articles of conversion stating:

(1)That the corporation is being formed pursuant to a conversion of a business entity;

(2)The name of the converting business entity, its type of business entity, and the state or country whose laws govern its organization and internal affairs; and

(3)That a plan of conversion has been approved by the converting business entity as required by law.

(b)If the plan of conversion is abandoned after the articles of incorporation have been filed with the Secretary of State but before the articles of incorporation become effective, the converting business entity shall deliver to the Secretary of State for filing prior to the time the articles of incorporation become effective an amendment to the articles of incorporation withdrawing the articles of incorporation.

(c)The conversion takes effect when the articles of incorporation become effective.

(d)Certificates of conversion shall also be registered as provided in G.S. 47-18.1. (2001-387, s. 17.)