§ 92A.205 — Filing requirements for conversions

1. After a plan of conversion is approved as required by this chapter, if the resulting entity is a domestic entity, the constituent entity shall, at the time of filing the articles of conversion, deliver to the Secretary of State for filing:
(a) Articles of conversion setting forth:
(1) The name and jurisdiction of organization of the constituent entity and the resulting entity; and
(2) That a plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.
(b) The charter document of the domestic resulting entity required by the applicable provisions of chapter 78 , 78A , 78B , 82 , 86 , 87A , 88 , 88A or 89 of NRS.
(c) The information required pursuant to NRS 77.310 .
2. After a plan of conversion is approved as required by this chapter, if the resulting entity is a foreign entity, the constituent entity shall deliver to the Secretary of State for filing articles of conversion setting forth:
(a) The name and jurisdiction of organization of the constituent entity and the resulting entity;
(b) That a plan of conversion has been adopted by the constituent entity in compliance with the laws of this State; and
(c) The address of the resulting entity where copies of process may be sent by the Secretary of State.
3. If the entire plan of conversion is not set forth in the articles of conversion, the filing party must include in the articles of conversion a statement that the complete signed plan of conversion is on file at the principal office or with the custodian of records of the resulting entity or, if the resulting entity is a domestic limited partnership, at the principal office or with the custodian of records, as described in paragraph (a) of subsection 1 of NRS 87A.215 or paragraph (a) of subsection 1 of NRS 88.330 .
4. If the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240 , the charter document to be filed with the Secretary of State pursuant to paragraph (b) of subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date.
5. Any records filed with the Secretary of State pursuant to this section must be accompanied by the fees required pursuant to this title for filing the charter document.

Legislative History

(Added to NRS by 2001, 1404 ; A 2001, 3199 ; 2003, 3185 ; 2003, 20th Special Session, 127 ; 2007, 484 , 1343 , 2702 ; 2009, 1718 ; 2013, 418 ; 2015, 1320 )