2009 North Carolina Code
Chapter 57C - North Carolina Limited Liability Company Act.
§ 57C-9A-11. Plan of conversion.

§ 57C‑9A‑11.  Plan of conversion.

(a)        The converting domestic limited liability company shall approve a written plan of conversion containing:

(1)        The name of the converting domestic limited liability company;

(2)        The name of the resulting business entity into which the domestic limited liability company shall convert, its type of business entity, and the state or country whose laws govern its organization and internal affairs;

(3)        The terms and conditions of the conversion; and

(4)        The manner and basis for converting the interests in the domestic limited liability company into interests, obligations, or securities of the resulting business entity or into cash or other property in whole or in part.

(a1)      The plan of conversion may contain other provisions relating to the conversion.

(a2)      The provisions of the plan of conversion, other than the provisions required by subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts objectively ascertainable outside the plan of conversion if the plan of conversion sets forth the manner in which the facts will operate upon the affected provisions. The facts may include any of the following:

(1)        Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.

(2)        A determination or action by the converting domestic limited liability company or by any other person, group, or body.

(3)        The terms of, or actions taken under, an agreement to which the converting domestic limited liability company is a party, or any other agreement or document.

(b)        The plan of conversion shall be approved by the domestic limited liability company in the manner provided for the approval of such conversion in its articles of organization or a written operating agreement or, if there is no such provision, by the unanimous consent of its members. If any member of the converting domestic limited liability company has or will have personal liability for any existing or future obligation of the resulting business entity solely as a result of holding an interest in the resulting business entity, then in addition to the requirements of the preceding sentence, approval of the plan of conversion by the domestic limited liability company shall require the consent of that member. The converting domestic limited liability company shall provide a copy of the plan of conversion to each member of the converting domestic limited liability company at the time provided in its articles of organization or a written operating agreement or, if there is no such provision, prior to its approval of the plan of conversion.

(c)        After a plan of conversion has been approved by a domestic limited liability company but before the articles of conversion become effective, the plan of conversion (i) may be amended as provided in the plan of conversion, or (ii) may be abandoned, subject to any contractual rights, as provided in the plan of conversion, articles of organization, or written operating agreement or, if not so provided, as determined by the managers or directors of the domestic limited liability company in accordance with G.S. 57C‑3‑20(b). (2001‑387, s. 96; 2001‑487, s. 62(n); 2005‑268, s. 48.)