(a)        After a plan of conversion has been approved by the converting business entity as provided in N.C. Gen. Stat. § 55-11A-02, the converting business entity shall deliver articles of incorporation to the Secretary of State for filing. In addition to the matters required or permitted by N.C. Gen. Stat. § 55-2-02, the articles of incorporation shall contain articles of conversion stating:

(1)        That the corporation is being formed pursuant to a conversion of a business entity;

(2)        The name of the converting business entity, its type of business entity, and the state or country whose laws govern its organization and internal affairs; and

(3)        That a plan of conversion has been approved by the converting business entity as required by law.

(b)        If the plan of conversion is abandoned after the articles of incorporation have been filed with the Secretary of State but before the articles of incorporation become effective, the converting business entity shall deliver to the Secretary of State for filing prior to the time the articles of incorporation become effective an amendment to the articles of incorporation withdrawing the articles of incorporation.

(c)        The conversion takes effect when the articles of incorporation become effective.

(d)       Certificates of conversion shall also be registered as provided in N.C. Gen. Stat. § 47-18.1 (2001-387, s. 17.)

Terms Used In North Carolina General Statutes 55-11A-03

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
  • state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
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