Nevada Revised Statutes 92A.105 – Authority for conversion; approval, form and contents of plan of conversion
1. Except as limited by NRS 78.411 to 78.444, inclusive, one domestic general partnership or one domestic entity, except a domestic nonprofit corporation, may convert into a domestic entity of a different type or into a foreign entity if a plan of conversion is approved pursuant to the provisions of this chapter.
Terms Used In Nevada Revised Statutes 92A.105
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
2. The plan of conversion must be in writing and set forth the:
(a) Name of the constituent entity and the proposed name for the resulting entity;
(b) Jurisdiction of the law that governs the constituent entity;
(c) Jurisdiction of the law that will govern the resulting entity;
(d) Terms and conditions of the conversion;
(e) Manner and basis, if any, of converting the owner’s interest of the constituent entity or the interest of a partner in a general partnership that is the constituent entity into owner’s interests, rights of purchase and other securities in the resulting entity or cancelling such owner’s interests in whole or in part; and
(f) Full text of the charter documents of the resulting entity.
3. The plan of conversion may set forth other provisions relating to the conversion.