§ 29-2403 — Approval of conversion

A. A plan of conversion is not effective unless it has been approved both:

1. By a domestic converting entity:

(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a conversion.

(b) If neither its governing statute nor its organizational documents provide for approval of a conversion, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entities, as if the conversion were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of a conversion or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity.

2. In a record by each interest holder of a domestic converting entity that will have interest holder liability for obligations that arise after the conversion becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.