§ 54-1-902. Conversion of organization other than partnership to domestic partnership - Conversion of domestic partnership to another organization.

Conversion of organization other than partnership to domestic partnership; Conversion of domestic partnership to another organization.

(a)  An organization other than a partnership may convert to a domestic partnership, and a domestic partnership may convert to another organization pursuant to this section and Sections 1-903 and 1-904 of this title and a plan of conversion, if:

(1)  The other organization’s governing statute authorizes the conversion;

(2)  The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and

(3)  The other organization complies with its governing statute in effecting the conversion.

(b)  A plan of conversion must be in a record and must include:

(1)  The name and form of the organization before conversion;

(2)  The name and form of the organization after conversion;

(3)  The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and

(4)  The organizational documents of the converted organization.

(c)  Subject to Section 1-909 of this title, a plan of conversion must be consented to by all the partners of a converting partnership.

(d)  Subject to Section 1-909 of this title and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 1-903 of this title, a converting partnership may amend the plan or abandon the planned conversion:

(1)  As provided in the plan; and

(2)  Except as prohibited by the plan, by the same consent as was required to approve the plan.

Added by Laws 1997, c. 399, § 48, eff. Nov. 1, 1997.  Amended by Laws 2004, c. 255, § 57, eff. Nov. 1, 2004.