Indiana § 23-0.6-4-3 Approval of plan of conversion

Indiana Statutes

§ 23-0.6-4-3 — Approval of plan of conversion

Indiana § 23-0.6-4-3

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 0.6UNIFORM BUSINESS ORGANIZATION

Ch. 4Conversion

This text of Indiana § 23-0.6-4-3 (Approval of plan of conversion) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-0.6-4-3 (2026).

Text

(a)A plan of conversion is not effective unless it has been approved:

(1)by a domestic converting entity:

(A)in accordance with the requirements, if any, in its organic rules for approval of a conversion;

(B)if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i)in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or

(ii)in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or

(C)by all of the interest holders of the entity entitled to vote on or consent to any matter if, in the case of any entity

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(a) A plan of conversion is not effective unless
it has been approved:
(1) by a domestic converting entity:
(A) in accordance with the requirements, if any, in its organic
rules for approval of a conversion;
(B) if its organic rules do not provide for approval of a
conversion, in accordance with the requirements, if any, in its
organic law and organic rules for approval of:
(i) in the case of an entity that is not a business corporation,
a merger, as if the conversion were a merger; or
(ii) in the case of a business corporation, a merger requiring
approval by a vote of the interest holders of the business
corporation, as if the conversion were that type of merger; or
(C) by all of the interest holders of the entity entitled to vote on
or consent to any matter if, in the case of any entity that is not
a business corporation, neither its organic law nor organic rules
provide for approval of a conversion or a merger; and
(2) in a record, by each interest holder of a domestic converting
entity which will have interest holder liability for debts,
obligations, and other liabilities that are incurred after the
conversion becomes effective, unless, in the case of an entity that
is not a business corporation:
(A) the organic rules of the entity 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 the interest holders; and
(B) the interest holder voted for or consented in a record to that
provision of the organic rules 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.