Filings required for conversion — Effective date

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  1. (a) After a plan of conversion is approved:

    1. (1) a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include:

      1. (A) a statement that the limited partnership has been converted into another organization;

      2. (B) the name and form of the organization and the jurisdiction of its governing statute;

      3. (C) the date the conversion is effective under the governing statute of the converted organization;

      4. (D) a statement that the conversion was approved as required by this chapter;

      5. (E) a statement that the conversion was approved as required by the governing statute of the converted organization; and

      6. (F) a statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office which may be used for service of process under § 4-47-1105(c); and

    2. (2) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by § 4-47-201:

      1. (A) a statement that the limited partnership was converted from another organization;

      2. (B) the name and form of the organization and the jurisdiction of its governing statute; and

      3. (C) a statement that the conversion was approved in a manner that complied with the organization's governing statute.

  2. (b) A conversion becomes effective:

    1. (1) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and

    2. (2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.


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