35-8-1215 . Conversion of limited liability company to domestic corporation or limited liability partnership.
(1)A limited liability company may be converted to a domestic corporation or a limited liability partnership pursuant to this section.
(2)The plan of a conversion of a limited liability company to a domestic corporation or a limited liability partnership must be approved by all of the members or by a number or percentage of members required for conversion in the operating agreement. If as a result of the conversion one or more interest holders of the converting limited liability company would become subject to interest holder liability, approval of the plan of conversion must require the signing in connection with the transaction, by each affected interest holder, of a separate w
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35-8-1215 . Conversion of limited liability company to domestic corporation or limited liability partnership. (1) A limited liability company may be converted to a domestic corporation or a limited liability partnership pursuant to this section.
(2) The plan of a conversion of a limited liability company to a domestic corporation or a limited liability partnership must be approved by all of the members or by a number or percentage of members required for conversion in the operating agreement. If as a result of the conversion one or more interest holders of the converting limited liability company would become subject to interest holder liability, approval of the plan of conversion must require the signing in connection with the transaction, by each affected interest holder, of a separate written consent to become subject to the interest holder liability.
(3) A plan of conversion must be in writing and must:
(a) set forth the terms and conditions of the conversion of the interests of members and transferees of a limited liability company into interests in the converted domestic corporation or limited liability partnership, into cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or into a combination of interests, cash, or other consideration; and
(b) contain the name of the converting limited liability company, the name, jurisdiction of formation, and type of entity of the converted domestic corporation or limited liability partnership, the full text that will be in effect immediately after the conversion becomes effective of the articles of incorporation and bylaws of the converted domestic corporation or the partnership agreement and the application for registration of the limited liability partnership, which must be in writing, and other terms and conditions of the conversion.
(4) In addition to the requirements of subsection (3), a plan of conversion may contain any other provision not prohibited by law. The terms of a plan of conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120 (11).
(5) After a conversion is approved under subsection (2), the limited liability company shall file articles of conversion and all filing fees in the office of the secretary of state that satisfy the requirements of Title 35 and that contain:
(a) the name of the converting limited liability company;
(b) the name and type of entity of the converted domestic corporation or limited liability partnership;
(c) a statement that the plan of conversion was approved by the members in accordance with subsection (2);
(d) if the converted entity is:
(i) a domestic corporation, the articles of incorporation of the corporation, except that provisions would not be required to be included in a restated articles of incorporation may be omitted; or
(ii) a domestic limited liability partnership, the application for registration of the limited liability partnership; and
(f) if the articles of conversion are not to be effective upon filing, the later date and time on which the articles of conversion will become effective, which may not be more than 90 days after the date of filing.
(6) If the converted entity is a domestic corporation, its articles of incorporation must satisfy the requirements of 35-14-202 , except that provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation. If the converted entity is a domestic limited liability partnership, its application for registration must satisfy the requirements of 35-10-701 , except that the articles of incorporation or application for registration, as applicable, do not need to be signed.
(7) In addition to the requirements of subsection (5), the articles of conversion may contain any other provision not prohibited by law.
(8) A conversion takes effect when the articles of conversion are filed in the office of the secretary of state or at a later date and time specified in the articles of conversion, which may not be more than 90 days after the date of filing.
(9) This section only allows a domestic limited liability company to convert to a domestic corporation or a limited liability partnership.