42:2C-80 Filing required for conversion; effective date.

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80. Filings Required for Conversion; Effective Date.

a. After a plan of conversion is approved:

(1)a converting limited liability company shall deliver to the filing office for filing articles of conversion, which shall be signed as provided in subsection a. of section 20 of this act and shall include:

(a)a statement that the limited liability company has been converted into another organization;

(b)the name and form of the organization and such other information as may be required by the filing office to correctly identify the company and the jurisdiction of its governing statute;

(c)the date the conversion is effective under the governing statute of the converted organization;

(d)a statement that the conversion was approved as required by this act;

(e)a statement that the conversion was approved as required by the governing statute of the converted organization; and

(f)if the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office which the filing office may use for the purposes of subsection c. of section 81 of this act; and

(2)if the converting organization is not a converting limited liability company, the converting organization shall deliver to the filing office for filing a certificate of formation, which shall include, in addition to the information required by subsection b. of section 18 of this act:

(a)a statement that the converted organization was converted from another organization;

(b)the name and form of that converting organization and the jurisdiction of its governing statute; and

(c)a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

b. A conversion becomes effective:

(1)if the converted organization is a limited liability company, when the certificate of formation takes effect; and

(2)if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.

L.2012, c.50, s.80.