1. (a) A plan of conversion is not effective unless it has been approved:

   1. (1) by a domestic converting entity:

      1. (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion;

      2. (B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

         1. (i) in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or
         2. (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or
      3. (C) if neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
   2. (2) in a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective.
2. (b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

(Source: P.A. 100-561, eff. 7-1-18; 101-491, eff. 8-23-19.)