(1)After
the conversion of an entity is approved in accordance with section 7-90-201.4, the
converting entity shall cause a statement of conversion to be delivered to the
secretary of state, for filing pursuant to part 3 of this article, if the converting entity
has a constituent filed document or a statement of foreign entity authority filed in
the records of the secretary of state and the resulting entity will not be an entity for
which a constituent filed document will be filed in the records of the secretary of
state. The statement of conversion shall state:
(a)The entity name of the converting entity, its principal office address, the
jurisdiction under the law of which it is formed, and its form of entity;
(b)The true name of the resulting entity, its principal address,
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(1) After
the conversion of an entity is approved in accordance with section 7-90-201.4, the
converting entity shall cause a statement of conversion to be delivered to the
secretary of state, for filing pursuant to part 3 of this article, if the converting entity
has a constituent filed document or a statement of foreign entity authority filed in
the records of the secretary of state and the resulting entity will not be an entity for
which a constituent filed document will be filed in the records of the secretary of
state. The statement of conversion shall state:
(a) The entity name of the converting entity, its principal office address, the
jurisdiction under the law of which it is formed, and its form of entity;
(b) The true name of the resulting entity, its principal address, the
jurisdiction under the law of which it is formed, and its form of entity;
(c) A statement that the converting entity has been converted into the
resulting entity pursuant to this section; and
(d) Any other matters relating to the conversion that the converting entity
determines to include therein.
(2) After the conversion of an entity is approved in accordance with section
7-90-201.4, if neither the resulting entity nor the converting entity is or will be an
entity that will have a constituent filed document filed in the records of the
secretary of state, either the resulting entity or the converting entity may deliver to
the secretary of state, for filing pursuant to part 3 of this article 90, a statement of
conversion stating:
(a) The true name of the converting entity, its principal address, the
jurisdiction under the law of which it is formed, and its form of entity;
(b) The true name of the resulting entity, its principal address, the
jurisdiction under the law of which it is formed, and its form of entity;
(c) That the converting entity has been converted into the resulting entity
pursuant to this section; and
(d) Any other matters relating to the conversion that the entity filing the
statement of conversion determines to include therein.
(3) (a) After the conversion of an entity is approved in accordance with
section 7-90-201.4, if the resulting entity will be an entity for which a constituent
filed document is to be filed in the records of the secretary of state, the converting
entity shall deliver to the secretary of state, for filing pursuant to part 3 of this
article 90, a combined statement of conversion and the constituent filed document
that complies with the requirements of the organic statutes. In addition to
complying with the requirements of the organic statutes for the constituent filed
document, a combined statement of conversion and constituent filed document
must state:
(I) The entity name or, for an entity that has no entity name, the true name of
the converting entity, its principal address, the jurisdiction under the law of which it
is formed, and its form of entity;
(II) The entity name of the resulting entity;
(III) That the converting entity has been converted into the resulting entity
pursuant to this section; and
(IV) Any other matters relating to the conversion that the entity filing the
statement of conversion determines to include therein.
(b) Notwithstanding the requirement in paragraph (a) of this subsection (3), a
combined statement of conversion and constituent filed document, once accepted
for filing by the secretary of state, shall for all purposes be deemed to be two
separate documents: The statement of conversion and the constituent filed
document.
(4) The conversion shall become effective as specified by the organic
statutes. If the organic statutes do not specify an effective date, the conversion
shall become effective when the statement of conversion, if any, becomes effective
as determined pursuant to section 7-90-304, or, if no statement of conversion is
filed, the conversion shall become effective at the time and on the date determined
by the owners of the converting entity.