(a)Any entity, domestic or foreign, may convert to any
other entity, domestic or foreign, pursuant to this section. As
used in this section, "entity" means any entity authorized to be
formed under this title and organized under the laws of this
state or the laws of another state that are the functional
equivalent.
(b)A domestic entity may be converted into any form of
foreign entity recognized in that foreign jurisdiction pursuant
to this section.
(c)A foreign entity may be converted into a domestic
entity if the conversion is authorized pursuant to the articles
of incorporation, articles of organization, certificate of
limited partnership, articles of association, registration
statement or other document of similar import filed or recorded
by or for an entity in the jurisdiction in whi
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(a) Any entity, domestic or foreign, may convert to any
other entity, domestic or foreign, pursuant to this section. As
used in this section, "entity" means any entity authorized to be
formed under this title and organized under the laws of this
state or the laws of another state that are the functional
equivalent.
(b) A domestic entity may be converted into any form of
foreign entity recognized in that foreign jurisdiction pursuant
to this section.
(c) A foreign entity may be converted into a domestic
entity if the conversion is authorized pursuant to the articles
of incorporation, articles of organization, certificate of
limited partnership, articles of association, registration
statement or other document of similar import filed or recorded
by or for an entity in the jurisdiction in which the entity is
formed.
(d) The converting domestic or foreign entity shall
approve the terms and conditions of the conversion in accord
with the documents enumerated in subsection (c) of this section.
(e) After the conversion is approved, the newly converted
domestic entity shall file the appropriate document of
organization as enumerated in subsection (c) of this section and
include:
(i) Information that clearly names and identifies the
converting entity and the newly converted entity;
(ii) The state of original formation and the date of
original organization; and
(iii) Proof that conversion is approved by the owners
or members of the converting entity in accordance with the
authority given the converting entity.
(f) The conversion takes effect when the appropriate
document of organization enumerated in subsection (c) of this
section is filed or at any later date specified in the document.
(g) Upon conversion, all property owned by the converting
entity remains in the newly converted entity. All obligations
of the converting entity continue as obligations of the newly
converted entity. Any action or proceeding pending against the
converting entity may be continued as if the conversion had not
occurred.
(h) The secretary of state shall charge a fee to convert
an entity. Unless otherwise specified by law, the fee for
conversion shall be equal to the fee for the origination of the
newly converted entity type.