§ 33-44-908 — Conversion to corporation; approval and contents of agreement of conversion; filing of articles of incorporation.

(a) A limited liability company may be converted to a corporation pursuant to this section. (b) The terms and conditions of a conversion of a limited liability company to a corporation must be approved by all the members or by the number or percentage of the members required for conversion in the limited liability company agreement. (c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted corporation or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or both. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain: (1) a statement that the limited liability company was converted to a corporation from a limited liability company; (2) its former name; (3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and (4) a statement that the articles of organization are cancelled as of the date the conversion takes effect. (e) A conversion takes effect when the articles of incorporation are filed in the Office of the Secretary of State or at a later date specified in the articles of incorporation. (f) A member who becomes a shareholder of a corporation as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable.

Legislative History

HISTORY: 2004 Act No. 221, SECTION 5.