(a) A conversion of an entity may be accomplished as provided in this section:
(1) CORPORATIONS.
a. The terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by less than all of a corporation's stockholders, approval of the conversion shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the governing documents of the converting corporation providing for less than unanimous stockholder approval for the conversion.
b. The terms and conditions of a plan of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit corporation with members with voting rights, or as otherwise provided in the nonprofit corporation's governing documents; but in no case may the governing documents provide for approval by less than a majority of the members entitled to vote thereon. If the converting nonprofit corporation has no members, or no members entitled to vote thereon, the terms and conditions of the plan of conversion must be approved by a unanimous vote of the board of directors of the converting nonprofit corporation, or as otherwise provided in the governing documents; but in no case may the governing documents provide for approval by less than a majority of the board of directors.
(2) LIMITED PARTNERSHIPS, INCLUDING LIMITED LIABILITY LIMITED PARTNERSHIPS. The terms and conditions of a plan of conversion of a limited partnership must be approved by all of the partners or as otherwise provided in the partnership agreement. No conversion of a limited partnership to a general partnership may be effected without the consent in writing of each limited partner who will have personal liability with respect to the converted entity, notwithstanding any provision in the limited partnership agreement of the converting limited partnership providing for approval of the conversion by less than all partners.
(3) LIMITED LIABILITY COMPANIES. The terms and conditions of a plan of conversion of a limited liability company must be approved by all of the limited liability company's members or as otherwise provided in the limited liability company's governing documents. No conversion of a limited liability company to a general or limited partnership may be effected without the consent in writing of each member who will have personal liability with respect to the converted entity, notwithstanding any provision in the governing documents of the converting limited liability company providing for less than unanimous member approval for the conversion.
(4) GENERAL PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS. The terms and conditions of a plan of conversion of a general partnership must be approved by all of the partners or as otherwise provided in the partnership agreement. No conversion of a limited liability partnership to a general or limited partnership may be effected without the consent in writing of each partner who will have personal liability with respect to the converted entity, notwithstanding any provision in the partnership agreement of the converting limited liability partnership providing for less than unanimous partner approval for the conversion. If a general partnership is the converting entity and that general partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then that general partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(5) REAL ESTATE INVESTMENT TRUST. The terms and conditions of a plan of conversion of a real estate investment trust must be approved by all of the trust's shareholders or as otherwise provided in the trust's declaration of trust; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast. No conversion of a real estate investment trust to a general or limited partnership may be effected without the consent in writing of each shareholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for the conversion.
(6) OTHER ENTITY. The terms and conditions of a plan of conversion of any entity not specified above must be approved by all owners of the converting entity. No conversion of any entity shall be effected without the consent in writing of any owner of the converting entity who has limited liability and who shall become an owner without limited liability protection of the converted entity.
(7) ENTITY WITHOUT OWNERS. If the converting entity does not have owners, the terms and conditions of the plan of conversion must be unanimously approved by the governing authority of the converting entity.
(b) The plan of conversion must be in writing, and:
(1) must include the following:
a. the name, type of entity, and mailing address of the principal office of the converting entity, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
b. the name, type of entity, and mailing address of the principal office of the converted entity after conversion;
c. the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration allowed in subsection (c); and
d. the organizational documents of the converted entity; and
(2) may include other provisions relating to the conversion not prohibited by law.
(c) In connection with a conversion, rights or securities of or interests in a converting entity may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted entity, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another entity or may be cancelled.
(d) After a plan of conversion is approved and before the conversion takes effect, the plan may be amended or abandoned as provided in the plan, or if the plan does not provide for amendment or abandonment, in the same manner as required for the approval of the plan of conversion originally.
(e) After the conversion is approved pursuant to subsection (a):
(1) if the converting entity is a domestic entity, the converting entity shall deliver to the Secretary of State for filing, a statement of conversion, which must include:
a. the name, type of entity, and mailing address of the principal office of the converting entity, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
b. the date of the filing of the certificate of formation of the converting entity, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
c. a statement that the converting entity has been converted into the converted entity;
d. the name and type of entity of the converted entity and the jurisdiction of its governing statute;
e. the street and mailing address of the principal office of the converted entity;
f. the date the conversion is effective under the governing statute of the converted entity;
g. a statement that the conversion was approved as required by this chapter;
h. a statement that the conversion was approved as required by the governing statute of the converted entity;
i. a statement that a copy of the plan of conversion will be furnished by the converted entity, on request and without cost, to any owner of the converted or converting entity; and
j. if the converted entity is a foreign entity not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-1-8.04(b); and
(2) if the converted entity is (I) a filing entity, the converting entity shall deliver to the Secretary of State for filing a certificate of formation or (II) a general partnership, the converting entity shall deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, as applicable, which certificate of formation or statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, must include, in addition to the information required in the chapter governing the certificate of formation of the converted entity, the following:
a. The name, mailing address of the principal office of, type of entity, and the jurisdiction of the governing statute of the converting entity and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
b. A statement that the converting entity has been converted into the converted entity;
c. The filing office where the certificate of formation, if any, of the converting entity is filed and the date of the filing thereof;
d. If the converted entity is one in which one or more owners lack limited liability protection, a statement that each owner of the converting entity who is to become an owner without limited liability protection of the converted entity has consented in writing to the conversion as required by this section; and
e. A statement that the conversion was approved pursuant to this section and, if the converting entity is a foreign entity, that the conversion was approved as required by the governing statute of such foreign entity;
(3) if the converting entity is required pursuant to subsections (e)(2) and (3) to deliver to the Secretary of State for filing both (I) a statement of conversion and (II)(A) a certificate of formation, or (B) a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, then the converting entity shall deliver the statement of conversion and the certificate of formation or the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, to the Secretary of State simultaneously; and
(4) if the converting entity is a general partnership and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then the converting entity must deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(f) A conversion becomes effective:
(1) if the converted entity is a domestic filing entity, the effective date determined in accordance with Article 4 of this chapter; and
(2) if the converted entity is not a domestic filing entity, as provided by the governing statute of the converted entity.
(g) When a conversion becomes effective:
(1) all property and contract rights owned by the converting entity remain vested in the converted entity without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting entity shall not revert or be in any way impaired by reason of the conversion;
(2) all debts, obligations, or other liabilities of the converting entity continue as debts, obligations, or other liabilities of the converted entity and neither the rights of creditors nor the liens upon the property of the converting entity shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting entity continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;
(5) except as otherwise provided in the statement of conversion, the terms and conditions of the statement of conversion take effect;
(6) except as otherwise agreed, for all purposes of the laws of this state, the converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity;
(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting entity, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted entity, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted entity;
(8) if the converted entity is a domestic entity, for all purposes of the laws of this state, the converted entity shall be deemed to be the same entity as the converting entity, and the conversion shall constitute a continuation of the existence of the converting entity in the form of the converted entity;
(9) if the converting entity is a domestic entity, the existence of the converted entity shall be deemed to have commenced on the date the converting entity commenced its existence in the jurisdiction in which the converting entity was first created, formed, organized, incorporated, or otherwise came into being;
(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion;
(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting entity and (i) the converted entity is formed pursuant to the laws of this state, or (ii) the converted entity is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted entity; and
(12)a. An owner with limited liability protection remains liable, if at all, for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.
b. An owner with limited liability protection who becomes an owner without limited liability protection is liable for an obligation of the converted entity incurred after conversion to the extent provided for by the laws applicable to the converted entity.
(13) An owner without limited liability protection who as a result of a conversion becomes an owner of a converted entity with limited liability protection remains liable for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.
(h) If:
(1) the converting entity is a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;
(2) the converted entity will be a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;
(3) the name of the converting entity and the converted entity are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and
(4) the name of the converted entity complies with Division A of Article 5 or Section 10A-1-7.07, as the case may be;
then, notwithstanding Division B of Article 5, no name reservation shall be required and the converted entity shall for all purposes of this title be entitled to utilize the name of the converting entity without any further action by the converting entity or the converted entity.
(i) A certified copy of the statement of conversion may be delivered to the office of the judge of probate in any county in which the converting entity owned real property, to be recorded without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any filing shall evidence chain of title, but lack of filing shall not affect the converted entity's title to the real property.
Last modified: May 3, 2021