2018 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 0.6. UNIFORM BUSINESS ORGANIZATION TRANSACTIONS ACT
CHAPTER 4. Conversion
23-0.6-4-5. Articles of conversion; contents; filing; effective date
Sec. 5. (a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
(b) Articles of conversion must contain:
(1) the name, jurisdiction of organization, and type of the converting entity;
(2) the name (which must satisfy the requirements of applicable law), jurisdiction of organization, and type of the converted entity;
(3) if the articles of conversion are not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
(4) if the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this article or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(5) if the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(6) if the converted entity is a foreign entity, a mailing address and an electronic mail address to which the secretary of state may send any process served on the secretary of state under section 6(e) of this chapter.
(c) In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of subsection (b) may be delivered to the secretary of state for filing instead of articles of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this article to articles of conversion refer to the plan of conversion filed under this subsection.
(f) Articles of conversion are effective upon the date and time of filing or the later date and time specified in the articles of conversion.
(g) If the converted entity is a domestic entity, the conversion becomes effective when the articles of conversion are effective. If the converted entity is a foreign entity, the conversion becomes effective on the later of:
(1) the date and time provided by the organic law of the converted entity; or
(2) when the articles of conversion are effective.
As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.36.
