(a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the Secretary of the State.

(b) A certificate of conversion shall contain:

(1) The name, jurisdiction of organization and type of the converting entity;

(2) The name, jurisdiction of organization and type of the converted entity;

(3) If the certificate of conversion is not to be effective upon its filing, the date and time on which it shall become effective;

(4) If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;

(5) If the converted entity is a domestic filing entity, the text of its public organic document, as an attachment;

(6) If the converted entity is a domestic limited liability partnership, the text of its certificate of limited liability partnership, as an attachment; and

(7) If the converted entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the Secretary of the State may send any process served on the Secretary of the State pursuant to subsection (e) of section 34-636.

(c) In addition to the requirements of subsection (b) of this section, a certificate of conversion may contain any other provision not prohibited by law.

(d) If the converted entity is a domestic entity, its public organic document, if any, shall satisfy the requirements of the law of this state, except it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.

(e) A certificate of conversion shall become effective upon the date and time of its filing or the date and time specified in the certificate of conversion.

(P.A. 11-241, S. 26.)

History: P.A. 11-241 effective January 1, 2014.