§ 57C-9A-02. Plan of conversion. - North Carolina Statutes

§ 57C‑9A‑02.  Planof conversion.

(a)        The convertingbusiness entity shall approve a written plan of conversion containing:

(1)        The name of theresulting domestic limited liability company into which the converting businessentity shall convert;

(1a)      The name of theconverting business entity, its type of business entity, and the state orcountry whose laws govern its organization and internal affairs;

(2)        The terms andconditions of the conversion; and

(3)        The manner and basisfor converting the interests in the converting business entity into interests,obligations, or securities of the resulting domestic limited liability companyor into cash or other property in whole or in part.

(a1)      The plan ofconversion may contain other provisions relating to the conversion.

(a2)      The provisions ofthe plan of conversion, other than the provisions required by subdivisions (1)and (1a) of subsection (a) of this section, may be made dependent on factsobjectively ascertainable outside the plan of conversion if the plan ofconversion sets forth the manner in which the facts will operate upon theaffected provisions. The facts may include any of the following:

(1)        Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.

(2)        A determination oraction by the converting business entity or by any other person, group, orbody.

(3)        The terms of, oractions taken under, an agreement to which the converting business entity is aparty, or any other agreement or document.

(b)        The plan ofconversion must be approved in accordance with the laws of the state or countrygoverning the organization and internal affairs of the converting businessentity.

(c)        After a plan ofconversion has been approved as provided in subsection (b) of this section, butbefore articles of organization for the resulting domestic limited liabilitycompany become effective, the plan of conversion may be amended or abandoned tothe extent permitted by the laws that govern the organization and internalaffairs of the converting business entity. (1999‑369, s. 3.7; 2001‑387, s. 94; 2005‑268,s. 47; 2006‑226, s. 16(d); 2006‑264, s. 44(g).)