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2020 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 37 - Mississippi Entity Conversion and Domestication Act
Article 4 - Conversion
§ 79-37-405. Statement of conversion; effective date

Universal Citation: MS Code § 79-37-405 (2020)
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A statement of conversion must be signed on behalf of the converting entity and delivered to the Secretary of State for filing.

A statement of conversion must contain:

  1. The name, jurisdiction of formation, and type of entity of the converting entity;
  2. The name, jurisdiction of formation, and type of entity of the converted entity;
  3. If the statement of conversion is 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; copies of the conversion documents from its jurisdiction of formation must be filed;
  5. If the converted entity is a domestic filing entity, its public organic record, as an attachment;
  6. If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and
  7. If the converted entity is a foreign entity, a mailing address to which the Secretary of State may send any process served on the Secretary of State pursuant to Section 79-37-406(e).

In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law.

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.

A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion.

If the converted entity is a domestic entity, the conversion is effective when the statement of conversion is effective. If the converted entity is a foreign entity, the conversion is effective on the later of:

The date and time provided by the organic law of the converted entity; or

When the statement is effective.

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