29-2407. Ineffectiveness of conversion due to law of foreign jurisdiction

A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the relevant foreign jurisdiction as required by either section 29-2401, subsection A, paragraph 2 or subsection B, the conversion is ineffective. A statement of ineffectiveness of conversion must be signed on behalf of the entity on behalf of which the statement of conversion was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

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

1. The name of the entity that attempted the conversion.

2. The date on which the statement of conversion was filed.

3. A statement that the conversion was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.

4. If another entity has adopted the name of the entity that attempted the conversion, or if another person has adopted as a trade name the name of that entity, the entity that attempted the conversion must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entity that attempted the conversion is both:

1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted conversion, unless the entity establishes that the obligation was not incurred in good faith.

2. Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entity that attempted the conversion and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective conversion under any law of this state pertaining to:

1. The filing of a false or otherwise misleading or inaccurate document.

2. The making of a false or otherwise misleading or inaccurate statement.

3. Any similar matter.