§ 55-11A-12. Articles of conversion.

NORTH CAROLINA STATUTES AND CODES

§ 55‑11A‑12. Articles of conversion.

(a) After a plan ofconversion has been approved by the converting domestic corporation as providedin G.S. 55‑11A‑11, the converting domestic corporation shalldeliver articles of conversion to the Secretary of State for filing. Thearticles of conversion shall state:

(1) The name of theconverting domestic corporation;

(2) The name of theresulting business entity, its type of business entity, the state or countrywhose laws govern its organization and internal affairs, and, if the resultingbusiness entity is not authorized to transact business or conduct affairs inthis State, a designation of its mailing address and a commitment to file withthe Secretary of State a statement of any subsequent change in its mailing address;and

(3) That a plan ofconversion has been approved by the domestic corporation as required by law.

(b) If the domesticcorporation is converting to a business entity whose formation, or whose statusas a registered limited liability partnership as defined in G.S. 59‑32,requires the filing of a document with the Secretary of State, thennotwithstanding subsection (a) of this section, the articles of conversionshall be included as part of that document and shall contain the informationrequired by the laws governing the organization and internal affairs of theresulting business entity.

(c) If the plan ofconversion is abandoned after the articles of conversion have been filed withthe Secretary of State but before the articles of conversion become effective,the converting domestic corporation shall deliver to the Secretary of State forfiling prior to the time the articles of conversion become effective anamendment to the articles of conversion withdrawing the articles of conversion.

(d) The conversiontakes effect when the articles of conversion become effective.

(e) Certificates ofconversion shall also be registered as provided in G.S. 47‑18.1. (2001‑387, s. 17; 2001‑487,s. 62(d).)