(1) A business entity other than a corporation may be converted to a corporation organized under this chapter, and a corporation organized under this chapter may be converted to another business entity organized under the laws of this state, if conversion is permitted by the statutes governing the other business entity, by approving a plan of conversion and filing articles of conversion. A corporation organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if:
(a) The conversion is permitted by the laws of that jurisdiction;
(b) A plan of conversion is approved by the converting corporation;
(c) Articles of conversion are filed in this state;
(d) The converted business entity submits an application to transact business as a foreign business entity of that type to the Secretary of State for filing and meets all other requirements prescribed under the laws of this state for authorization to transact business as a foreign business entity of that type; and
(e) The corporation complies with all requirements imposed under the laws of the other jurisdiction with respect to the conversion.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the conversion;
(d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property in whole or in part; and
(e) Any additional information required in the organizational document of the converted business entity by the statutes governing that type of business entity.
(3) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §7; 2001 c.315 §12; 2003 c.80 §15]
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