1. A. A domestic limited liability company may convert to a business entity upon the authorization of such conversion in accordance with this section. As used in this section, the term "business entity" means a domestic corporation, partnership, whether general or limited, business trust, common law trust, or other unincorporated association.
2. B. If the operating agreement specifies the manner of authorizing a conversion of the limited liability company, the conversion shall be authorized as specified in the operating agreement.
3. C. If the operating agreement does not specify the manner of authorizing a conversion of the limited liability company and does not prohibit a conversion of the limited liability company, the conversion shall be authorized in the same manner as is specified in the operating agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to a merger or consolidation.
4. D. If the operating agreement does not specify the manner of authorizing a conversion of the limited liability company or a merger or consolidation that involves the limited liability company as a constituent party and does not prohibit a conversion of the limited liability company, the conversion shall be authorized by the approval of a majority of the membership interest or, if there is more than one class or group of members, then by a majority of the membership interest in each class or group of members. Notwithstanding the foregoing, in addition to any other authorization required by this section, if the business entity into which the limited liability company is to convert does not afford all of its interest holders protection against personal liability for the debts of the business entity, the conversion must be authorized by any and all members who would be exposed to personal liability.
5. E. Unless otherwise agreed, the conversion of a domestic limited liability company to another business entity pursuant to this section shall not require the limited liability company to wind up its affairs or pay its liabilities and distribute its assets.
6. F. In connection with a conversion of a domestic limited liability company to another business entity pursuant to this section, rights or securities of or interests in the domestic limited liability company which are to be converted may be exchanged for or converted into cash, property, rights or securities of or interests in the business entity into which the domestic limited liability company is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of or interests in another business entity.

7. G. If the governing act of the domestic business entity into which the limited liability company is converting does not provide for the filing of a conversion notice with the Secretary of State, articles of conversion executed in accordance with Section 2006 of this title, shall be filed in the office of the Secretary of State in accordance with Section 2007 of this title. The articles of conversion shall state:

   1. 1. The name of the limited liability company and, if it has been changed, the name under which its articles of organization were originally filed;
   2. 2. The date of filing of its original articles of organization with the Secretary of State;
   3. 3. The future effective date or time, which shall be a date or time not later than the nineteenth day after the time of the filing, of the conversion if it is not to be effective upon the filing of the articles of conversion; and
   4. 4. That the conversion has been approved in accordance with this section.
8. H. Upon the filing of a conversion notice with the Secretary of State, whether under subsection G of this section or under the governing act of the domestic business entity into which the limited liability company is converting, the filing of any formation document required by the governing act of the domestic entity into which the limited liability company is converting, and payment to the Secretary of State of all prescribed fees, the Secretary of State shall certify that the limited liability company has filed all documents and paid all required fees, and thereupon the limited liability company shall cease to exist as a limited liability company of this state. The Secretary of State’s certificate shall be prima facie evidence of the conversion by the limited liability company.

Laws 2001, SB 610, c. 405, § 36, eff. November 1, 2001; Amended by Laws 2004, SB 1511, c. 255, § 53, eff. November 1, 2004 (superseded document available).