Maine Revised Statutes Title 31 Sec. 1647 – Filings required for conversion; effective date
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1. After conversion approved. After a plan of conversion is approved:
A. A converting limited liability company shall deliver to the office of the Secretary of State for filing a statement of conversion, which must be signed as provided in section 1676, subsection 1 and must include:
(1) A statement that the converting limited liability company has been converted into the converted organization;
(2) The name and form of the converted organization, the jurisdiction of its governing statute, the date of its organization and the address of its principal office;
(3) The date the conversion is effective under the governing statute of the converted organization;
(4) A statement that the conversion was approved as required by this chapter and the limited liability company agreement;
(5) A statement that the conversion was approved as required by the governing statute of the converted organization; and
(6) If the converted organization is a foreign organization not authorized to conduct business in this State, an acknowledgment that it may be served with process in this State by certified mail and the address of its principal office for the purposes of section 1648, subsection 3; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. If the converted organization is a limited liability company, the converting organization shall deliver to the office of the Secretary of State for filing a certificate of formation, which must include, in addition to the information required by section 1531, subsection 1:
(1) A statement that the converted organization was converted from the converting organization;
(2) The name and form of the converting organization, the jurisdiction of the converting organization’s governing statute and the date of its organization; and
(3) A statement that the conversion was approved as required by the governing statute of the converting organization. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1647
- Certificate of formation: means the certificate described in section 1531, and the certificate as amended or restated. See Maine Revised Statutes Title 31 Sec. 1502
- Converted organization: means the organization into which a converting organization converts pursuant to sections 1645 to 1648. See Maine Revised Statutes Title 31 Sec. 1502
- Converting limited liability company: means a converting organization that is a limited liability company. See Maine Revised Statutes Title 31 Sec. 1502
- Converting organization: means an organization that converts into a converted organization pursuant to section 1645. See Maine Revised Statutes Title 31 Sec. 1502
- Foreign organization: means an organization that is formed under the laws of a jurisdiction other than this State. See Maine Revised Statutes Title 31 Sec. 1502
- Governing statute: means the statute that governs an organization's internal affairs. See Maine Revised Statutes Title 31 Sec. 1502
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Limited liability company agreement: means any agreement, whether referred to as a limited liability company agreement, operating agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its activities. See Maine Revised Statutes Title 31 Sec. 1502
- Organization: means , whether domestic or foreign: a partnership, whether general or limited; a limited liability company; a business trust; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a state, county or any other governmental subdivision, agency or instrumentality; or other entity. See Maine Revised Statutes Title 31 Sec. 1502
- Secretary of State: means the Secretary of State for this State. See Maine Revised Statutes Title 31 Sec. 1502
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Maine Revised Statutes Title 31 Sec. 1502
- Statute: A law passed by a legislature.
2. Effective date. A conversion becomes effective:
A. If the converted organization is a limited liability company, when the certificate of formation takes effect; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).