45-10.2-94. (1102) Conversion.

1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization other than a general partnership pursuant to this section and sections 45-10.2-95 through 45-10.2-99 and a plan of conversion, if: a. The governing statute of the other organization authorizes the conversion; b. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and c. The other organization complies with its governing statute in effecting the conversion.

2. For the purposes of sections 45-10.2-94 through 45-10.2-99, unless the context clearly indicates a different meaning is intended: a. "Certificate of creation" means: (1) A certificate of incorporation, if the converted organization is a corporation deemed to be incorporated under chapter 10-19.1; (2) A certificate of organization, if the converted organization is a limited liability company deemed to be organized under chapter 10-32.1; (3) A certificate of limited partnership, if the converted organization is a limited partnership deemed to be formed under this chapter; (4) The filed registration if the converting organization is a limited liability partnership deemed to be established under chapter 45-22; or (5) A certificate of limited liability limited partnership, if the converted organization is a limited liability limited partnership deemed to be formed under chapter 45-23. b. "Date of origin" means the date on which: (1) A corporation that is: (a) The converting organization was incorporated; or (b) The converted organization is deemed to be incorporated;

(2) A limited liability company that is: (a) The converting organization was organized; or (b) The converted organization is deemed to be organized; (3) A general partnership that is the converting organization was formed; (4) A limited partnership that is: (a) The converting organization was formed; or (b) The converted organization is deemed to be formed; (5) A limited liability partnership that is: (a) The converting organization was formed; or (b) The converted organization is deemed to be formed; and (6) A limited liability limited partnership that is: (a) The converting organization was formed; or (b) The converted organization is deemed to be formed. c. "Filed registration" means the registration of a limited liability partnership that has been filed with the secretary of state. d. "General partnership" shall mean an organization formed under chapters 45-13 through 45-21. e. "Organizational records" means for an organization that is: (1) A corporation, its articles of incorporation and bylaws; (2) A limited liability company, its articles of organization, operating agreement or bylaws, and any member-control agreement; (3) A limited partnership, its partnership agreement; (4) A limited liability partnership, its partnership agreement; or (5) A limited liability limited partnership, its partnership agreement. f. "Originating record" means for an organization that is: (1) A corporation, its articles of incorporation; (2) A limited liability company, its articles of organization; (3) A limited partnership, its certificate of limited partnership; (4) A limited liability partnership, its registration; or (5) A limited liability limited partnership, its certificate of limited liability limited partnership.