Current through L. 2024, c. 185.
Section 4146 - Statement of conversion; effective date of conversion(a) A statement of conversion shall be signed by the converting organization and delivered to the Secretary of State for filing.(b) A statement of conversion shall contain:(1) the name, jurisdiction of formation, and type of organization of the converting organization;(2) the name, jurisdiction of formation, and type of organization of the converted organization;(3) if the converting organization is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this subchapter, or, if the converting organization is a foreign organization, a statement that the conversion was approved by the foreign organization in accordance with the law of its jurisdiction of formation;(4) if the converted organization is a domestic organization, its public organizational documents, as an attachment; and(5) if the converted organization is a foreign limited liability partnership, its certificate of authority to do business in the State, as an attachment.(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall satisfy the requirements of the law of this State, except that the public organizational documents do not need to be signed.(e)(1) A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect.(2) If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.(f)(1) If the converted organization is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective.(2) In all other cases, the conversion becomes effective on the later of:(A) the date and time provided by the governing statute of the converted organization; or(B) when the statement is effective.