§ 48-3a-1045. Statement of conversion.

(1) A statement of conversion must be signed by the converting entity and delivered to the division for filing.

(2) A statement of conversion must contain:

(a) the name, jurisdiction of formation, and type of entity of the converting entity;

(b) the name, jurisdiction of formation, and type of entity of the converted entity;

(c) if the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with Sections 48-3a-1041 through 48-3a-1046 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation;

(d) if the converted entity is a domestic filing entity, the text of its public organic record, as an attachment;

(e) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and

(f) if the converted entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-3a-1046(5).

(3) In addition to the requirements of Subsection (2), a statement of conversion may contain any other provision not prohibited by law.

(4) If a converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed.

(5) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this Subsection (5), references in this part to a statement of conversion refer to the plan of conversion filed under this Subsection (5).

Enacted by Chapter 412, 2013 General Session