§ 45-21-04 — (904) Statement of conversion

1. Upon receiving the approval required by section 45-21-03, a statement of conversion
must be prepared in a record that must contain:
a. A statement that the converting organization is being converted into another
organization, including:
(1) The name of the converting organization immediately before the filing of the
statement of conversion;
(2) The name to which the name of the converting organization is to be
changed, which must be a name that satisfies the laws applicable to the
converted organization;
(3) The form of organization that the converted organization will be; and
(4) The jurisdiction of the governing statute of the converted organization;
b. A statement that the plan of conversion has been approved by the converting
organization as provided in section 45-21-03;
c. A statement that the plan of conversion has been approved as required by the
governing statute of the converted organization;
d. The plan of conversion without organizational records;
e. A copy of the originating record of the converted organization; and
f. If the converted organization is a foreign organization not authorized to transact
business or conduct activities in this state, then the street and mailing address of
an office which the secretary of state may use for the purposes of subsection 4 of
section 45-21-04.2.
2. The statement of conversion must be signed on behalf of the converting organization
and filed with the secretary of state.
a. If the converted organization is a domestic organization, then:
(1) The filing of the statement of conversion must also include the filing with the
secretary of state of the originating record of the converted organization.
(2) Upon both the statement of conversion and the originating record of the
converted organization being filed with the secretary of state, the secretary
of state shall issue a certificate of conversion and the appropriate certificate
of creation to the converted organization or its legal representative.
b. If the converted organization is a foreign organization:
(1) That is transacting business or conducting activities in this state, then:
(a) The filing of the statement of conversion must include the filing with
the secretary of state of an application for certificate of authority by the
converted organization.
(b) Upon both the statement of conversion and the application for a
certificate of authority by the converted organization being filed with
the secretary of state, the secretary of state shall issue a certificate of
conversion and the appropriate certificate of authority to the converted
organization or the legal representative.

(2) That is not transacting business or conducting activities in this state, then
upon the statement of conversion being filed with the secretary of state, the
secretary of state shall issue the appropriate certificate of conversion to the
converted organization or its legal representative.
3. A converting organization that is the owner of a trademark or trade name, is a general
partner named in a fictitious name certificate, is a general partner in a limited
partnership or a limited liability limited partnership, or is a managing partner of a
limited liability partnership that is on file with the secretary of state must change or
amend the name of the converting organization to the name of the converted
organization in each registration when filing the statement of conversion.