§ 47-25A-10 — Articles of for-profit conversion.

(a) Articles of for-profit conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative. The articles must set forth: (1) If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of the business corporation act, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the business corporation act; (2) If the surviving corporation is a foreign business corporation, its name after the conversion and its jurisdiction of incorporation; and (3) A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the articles of incorporation. (b) If the surviving corporation is a domestic business corporation, the articles of for-profit conversion shall either contain all of the provisions that the business corporation act requires to be set forth in the articles of incorporation of a domestic business corporation and any other desired provisions permitted by the business corporation act, or shall have attached articles of incorporation that satisfy the requirements of the business corporation act. In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted, except that the name and address of the initial registered agent of the business corporation must be included. (c) The articles of for-profit conversion must be delivered to the Office of the Secretary of State for filing.

Legislative History

SL 2016, ch 221, § 25.