1. A. As used in this section, the term "business entity" means a domestic partnership, whether general or limited, limited liability company, business trust, common law trust, or other unincorporated association.
2. B. Any business entity may convert to a corporation incorporated under the laws of this state by complying with subsection G of this section and filing in the office of the Secretary of State a certificate of conversion that has been executed in accordance with subsection H of this section and filed in accordance with Section 1007 of this title, to which shall be attached, a certificate of incorporation that has been prepared, executed and acknowledged in accordance with Section 1007 of this title.

3. C. The certificate of conversion shall state:

   1. 1. The date on which the business entity was first formed;
   2. 2. The name of the business entity immediately prior to the filing of the certificate of conversion;
   3. 3. The name of the corporation as set forth in its certificate of incorporation filed in accordance with subsection B of this section; and
   4. 4. The future effective date or time, which shall be a date or time certain, of the conversion to a corporation if the conversion is not to be effective upon the filing of the certificate of conversion and the certificate of incorporation provides for the same future effective date as authorized in subsection D of Section 1007 of this title.
4. D. Upon the effective time of the certificate of conversion and the certificate of incorporation, the business entity shall be converted into a corporation of this state and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding Section 1007 of this title, the existence of the corporation shall be deemed to have commenced on the date the business entity commenced its existence.
5. E. The conversion of any business entity into a corporation of this state shall not be deemed to affect any obligations or liabilities of the business entity incurred prior to its conversion to a corporation of this state or the personal liability of any person incurred prior to such conversion.
6. F. Unless otherwise agreed or otherwise provided by any laws of this state applicable to the converting business entity, the converting business entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such business entity and shall constitute a continuation of the existence of the converting business entity in the form of a corporation of this state.
7. G. Prior to filing a certificate of conversion with the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the business entity and the conduct of its business or by applicable law, as appropriate, and a certificate of incorporation shall be approved by the same authorization required to approve the conversion.
8. H. The certificate of conversion shall be signed by an officer, director, trustee, manager, partner, or other person performing functions equivalent to those of an officer or director of a corporation of this state, however named or described, and who is authorized to sign the certificate of conversion on behalf of the business entity.

Laws 2001, SB 610, c. 405, § 26, eff. November 1, 2001.