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.

History: En. Sec. 85, Ch. 216, L. 2011.