Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

1. (1) set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which must satisfy the organic law of the surviving entity;
2. (2) state the type of other entity that the surviving entity will be;
3. (3) set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation; and
4. (4) if the surviving entity is a filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached a public organic document, except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.

5. (b) After the conversion of a domestic other entity to a domestic corporation has been adopted and approved as required by the organic law of the other entity, an officer or another duly authorized representative of the other entity must execute articles of entity conversion on behalf of the other entity. The articles must:

   1. (1) set forth the name of the other entity immediately before the filing of the articles of entity conversion and the name to which the name of the other entity is to be changed, which must satisfy the requirements of IC 23-1-23-1 ;
   2. (2) set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the converting entity; and
   3. (3) either contain all of the provisions that IC 23-1-21-2 (a) requires to be set forth in articles of incorporation and any other desired provisions that IC 23-1-21-2 (b) permits to be included in articles of incorporation, or have attached articles of incorporation, except that, in either case provisions that would not be required to be included in restated articles of incorporation of a domestic corporation may be omitted.

6. (c) After the conversion of a domestic other entity to a different domestic other entity has been adopted and approved as required by the organic law of the different other entity and, if applicable, section 10(j) of this chapter, an officer or another authorized representative of the other entity must execute the articles of entity conversion on behalf of the other entity. The articles must:

   1. (1) set forth the name of the other entity immediately before the filing of the articles of entity conversion and the name to which the name of the converting entity is to be changed, which must satisfy the requirements of the organic laws of the surviving entity;
   2. (2) set forth a statement that the plan of entity conversion was approved in accordance with the organic law of the converting entity; and
   3. (3) if the surviving entity is a filing entity, either contain all the provisions required to be set forth in its public organic document and any other desired provisions that are permitted or have attached a public organic document, except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.

7. (d) After the conversion of a foreign other entity to a domestic corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion must be executed on behalf of the foreign other entity by any officer or authorized representative. The articles must:

   1. (1) set forth the name of the converting entity immediately before the filing of the articles of entity conversion and the name to which the name of the other entity is to be changed, which must satisfy the requirements of IC 23-1-23-1 ;
   2. (2) set forth the jurisdiction under the laws of which the converting entity was organized immediately before the filing of the articles of entity conversion and the date on which the other entity was organized in that jurisdiction;
   3. (3) set forth a statement that the conversion of the converting entity was duly approved in the manner required by its organic law; and
   4. (4) either contain all of the provisions that IC 23-1-21-2 (a) requires to be set forth in articles of incorporation and any other desired provisions that IC 23-1-21-2 (b) permits to be included in articles of incorporation, or have attached articles of incorporation, except that, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.

8. (e) After the conversion of a foreign other entity or foreign corporation to a domestic other entity has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion must be executed on behalf of the foreign converting entity by any officer or authorized representative. The articles must:

   1. (1) set forth the name of the converting entity immediately before the filing of the articles of entity conversion and the name to which the name of the converting entity is to be changed, which must satisfy the requirements of the organic laws of the surviving entity;
   2. (2) set forth the jurisdiction under the laws of which the converting entity was organized immediately before the filing of the articles of entity conversion and the date on which the converting entity was organized in that jurisdiction;
   3. (3) set forth a statement that the conversion of the converting entity was approved in the manner required by its organic law; and
   4. (4) if the surviving entity is a filing entity, either contain all the provisions required to be set forth in its public organic document and any other desired provisions that are permitted or have attached a public organic document, except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.
9. (f) The articles of entity conversion must be delivered to the secretary of state for filing and take effect at the effective time provided in IC 23-1-18-4 .
10. (g) If the converting entity is a foreign corporation or a foreign other entity that is authorized to transact business in Indiana under a provision of law similar to IC 23-1-49 , its certificate of authority or other type of foreign qualification is canceled automatically on the effective date of its conversion.

Sec. 13. (a) After conversion of a domestic corporation to a domestic other entity has been adopted and approved as required by this chapter, articles of entity conversion must be executed on behalf of the corporation by any officer or other duly authorized representative. The articles must:

As added by P.L.178-2002, SEC.99. Amended by P.L.213-2003, SEC.2; P.L.178-2005, SEC.5; P.L.130-2006, SEC.15.