§428-902.5 Conversion into and from limited liability companies. (a) A domestic limited liability company may adopt a plan of conversion and convert to a foreign limited liability company or any other entity if:
(b) Any foreign limited liability company or other entity may adopt a plan of conversion and convert to a domestic limited liability company if the conversion is permitted by and complies with the laws of the state or country in which the foreign limited liability company or other entity is incorporated, formed, or organized.
(c) A plan of conversion shall set forth:
(d) A plan of conversion may set forth any other provisions relating to the conversion that are not prohibited by law, including without limitation the initial bylaws and officers of the converted entity.
(e) After a conversion of a limited liability company is approved, and at any time before the conversion becomes effective, the plan of conversion may be abandoned by the converting entity without member action and in accordance with the procedures set forth in the plan of conversion or, if these procedures are not provided in the plan of conversion, in the manner determined by the members. If articles of conversion have been filed with the director but the conversion has not become effective, the conversion may be abandoned if a statement, executed on behalf of the converting entity by an officer or other duly authorized representative and stating that the plan of conversion has been abandoned in accordance with applicable law, is filed with the director prior to the effective date of the conversion. If the director finds that the statement satisfies the requirements provided by law, the director, after all fees have been paid shall:
(f) Once the statement provided in subsection (e) is filed with the director, the conversion shall be deemed abandoned and shall not be effective. [L 1999, c 280, pt of §6; am L 2001, c 129, §98]