Section 45-10.2-94 - (1102) Conversion1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization other than a general partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 and a plan of conversion, if: a. The governing statute of the other organization authorizes the conversion;b. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; andc. The other organization complies with its governing statute in effecting the conversion.2. For the purposes of sections 45-10.2-94 through 45-10.2-99, unless the context clearly indicates a different meaning is intended:a. "Certificate of creation" means: (1) A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1;(2) A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1;(3) A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under this chapter;(4) The filed registration if the converting organization is a limited liability partnership deemed to be established under chapter 45-22; or(5) A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23.b. "Date of origin" means the date on which:(1) A corporation that is: (a) The converting organization was incorporated; or(b) The converted organization is deemed to be incorporated;(2) A limited liability company that is: (a) The converting organization was organized; or(b) The converted organization is deemed to be organized;(3) A general partnership that is the converting organization was formed;(4) A limited partnership that is: (a) The converting organization was formed; or(b) The converted organization is deemed to be formed;(5) A limited liability partnership that is: (a) The converting organization was formed; or(b) The converted organization is deemed to be formed; and(6) A limited liability limited partnership that is:(a) The converting organization was formed; or(b) The converted organization is deemed to be formed.c. "Filed registration" means the registration of a limited liability partnership that has been filed with the secretary of state.d. "General partnership" shall mean an organization formed under chapters 45-13 through 45-21.e. "Organizational records" means for an organization that is:(1) A corporation, its articles of incorporation and bylaws;(2) A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement;(3) A limited partnership, its partnership agreement;(4) A limited liability partnership, its partnership agreement; or(5) A limited liability limited partnership, its partnership agreement.f. "Originating record" means for an organization that is:(1) A corporation, its articles of incorporation;(2) A limited liability company, its articles of organization;(3) A limited partnership, its certificate of limited partnership;(4) A limited liability partnership, its registration; or(5) A limited liability limited partnership, its certificate of limited liability limited partnership.Amended by S.L. 2015 , ch. 87( HB 1136 ), § 29, eff. 7/1/2015.