§ 57C-9A-11. Plan of conversion. - North Carolina Statutes

§ 57C‑9A‑11.  Planof conversion.

(a)        The convertingdomestic limited liability company shall approve a written plan of conversioncontaining:

(1)        The name of theconverting domestic limited liability company;

(2)        The name of theresulting business entity into which the domestic limited liability companyshall convert, its type of business entity, and the state or country whose lawsgovern its organization and internal affairs;

(3)        The terms andconditions of the conversion; and

(4)        The manner and basisfor converting the interests in the domestic limited liability company intointerests, obligations, or securities of the resulting business entity or intocash 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 (2) 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 domestic limited liability company or by any otherperson, group, or body.

(3)        The terms of, oractions taken under, an agreement to which the converting domestic limitedliability company is a party, or any other agreement or document.

(b)        The plan ofconversion shall be approved by the domestic limited liability company in themanner provided for the approval of such conversion in its articles oforganization or a written operating agreement or, if there is no suchprovision, by the unanimous consent of its members. If any member of theconverting domestic limited liability company has or will have personalliability for any existing or future obligation of the resulting businessentity solely as a result of holding an interest in the resulting businessentity, then in addition to the requirements of the preceding sentence,approval of the plan of conversion by the domestic limited liability companyshall require the consent of that member. The converting domestic limitedliability company shall provide a copy of the plan of conversion to each memberof the converting domestic limited liability company at the time provided inits articles of organization or a written operating agreement or, if there isno such provision, prior to its approval of the plan of conversion.

(c)        After a plan ofconversion has been approved by a domestic limited liability company but beforethe articles of conversion become effective, the plan of conversion (i) may beamended as provided in the plan of conversion, or (ii) may be abandoned,subject to any contractual rights, as provided in the plan of conversion,articles of organization, or written operating agreement or, if not soprovided, as determined by the managers or directors of the domestic limitedliability company in accordance with G.S. 57C‑3‑20(b). (2001‑387, s. 96; 2001‑487,s. 62(n); 2005‑268, s. 48.)