Chapter 26 - Conversion
CHAPTER 26 - CONVERSION
17-26-101. Conversion of entities.
(a) Any entity, domestic or foreign, may convert to any otherentity, domestic or foreign, pursuant to this section. As used in thissection, "entity" means any entity authorized to be formed under thistitle and organized under the laws of this state or the laws of another statethat are the functional equivalent.
(b) A domestic entity may be converted into any form of foreignentity recognized in that foreign jurisdiction pursuant to this section.
(c) A foreign entity may be converted into a domestic entity ifthe conversion is authorized pursuant to the articles of incorporation,articles of organization, certificate of limited partnership, articles ofassociation, registration statement or other document of similar import filedor recorded by or for an entity in the jurisdiction in which the entity isformed.
(d) The converting domestic or foreign entity shall approve theterms and conditions of the conversion in accord with the documents enumeratedin subsection (c) of this section.
(e) After the conversion is approved, the newly converteddomestic entity shall file the appropriate document of organization asenumerated in subsection (c) of this section and include:
(i) Information that clearly names and identifies the convertingentity and the newly converted entity;
(ii) The state of original formation and the date of originalorganization; and
(iii) Proof that conversion is approved by the owners or membersof the converting entity in accordance with the authority given the convertingentity.
(f) The conversion takes effect when the appropriate documentof organization enumerated in subsection (c) of this section is filed or at anylater date specified in the document.
(g) Upon conversion, all property owned by the convertingentity remains in the newly converted entity. All obligations of theconverting entity continue as obligations of the newly converted entity. Anyaction or proceeding pending against the converting entity may be continued asif the conversion had not occurred.