2014 Minnesota Statutes

322C.1009 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.

Subdivision 1.Articles of conversion.

After a plan of conversion is approved:

(1) a converting limited liability company shall file articles of conversion with the secretary of state, together with a total fee of $60, which articles of conversion must be signed as provided in section 322C.0203, subdivision 1, and must include:

(i) a statement that the limited liability company has been converted into another organization;

(ii) the name and form of the organization and the jurisdiction of its governing statute;

(iii) the time the conversion is effective under the governing statute of the converted organization;

(iv) a statement that the conversion was approved as required by this chapter;

(v) a statement that the conversion was approved as required by the governing statute of the converted organization; and

(vi) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 322C.1010, subdivision 3; and

(2) if the converting organization is not a converting limited liability company, the converting organization shall file with the secretary of state articles of organization, which must include, in addition to the information required by section 322C.0201, subdivision 2:

(i) a statement that the converted organization was converted from another organization;

(ii) the name and form of that converting organization and the jurisdiction of its governing statute; and

(iii) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

Subd. 2.Effective date and time of conversion.

A conversion becomes effective:

(1) if the converted organization is a limited liability company, when the articles of organization takes effect; and

(2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.

History:

2014 c 157 art 1 s 78