31 §1647. Filings required for conversion; effective date (WHOLE SECTION TEXT EFFECTIVE 7/1/11) - Maine Statutes

Title 31: PARTNERSHIPS AND ASSOCIATIONS

Chapter 21: LIMITED LIABILITY COMPANIES

Subchapter 12: MERGER AND CONVERSION

§1647. Filings required for conversion; effective date

(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)

(WHOLE SECTION TEXT EFFECTIVE 7/1/11)

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

A. A converting limited liability company shall deliver to the office of the Secretary of State for filing a statement of conversion, which must be signed as provided in section 1676, subsection 1 and must include:

(1) A statement that the converting limited liability company has been converted into the converted organization;

(2) The name and form of the converted organization, the jurisdiction of its governing statute, the date of its organization and the address of its principal office;

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

(4) A statement that the conversion was approved as required by this chapter and the limited liability company agreement;

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

(6) If the converted organization is a foreign organization not authorized to conduct business in this State, an acknowledgment that it may be served with process in this State by certified mail and the address of its principal office for the purposes of section 1648, subsection 3; and [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]

B. If the converted organization is a limited liability company, the converting organization shall deliver to the office of the Secretary of State for filing a certificate of formation, which must include, in addition to the information required by section 1531, subsection 1:

(1) A statement that the converted organization was converted from the converting organization;

(2) The name and form of the converting organization, the jurisdiction of the converting organization's governing statute and the date of its organization; and

(3) A statement that the conversion was approved as required by the governing statute of the converting organization. [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]

[ 2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF) .]

2. Effective date. A conversion becomes effective:

A. If the converted organization is a limited liability company, when the certificate of formation takes effect; and [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]

B. If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization. [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]

[ 2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF) .]

SECTION HISTORY

2009, c. 629, Pt. A, §2 (NEW). 2009, c. 629, Pt. A, §3 (AFF).