A. A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain all of the following:

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Terms Used In Arizona Laws 29-2402

  • Conversion: means a transaction authorized by article 4 of this chapter. See Arizona Laws 29-2102
  • Converted entity: means the converting entity as it continues in existence after a conversion. See Arizona Laws 29-2102
  • Converting entity: means the domestic entity that approves a plan of conversion pursuant to section 29-2403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization. See Arizona Laws 29-2102
  • Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
  • Entity: means any of the following:

    (a) A corporation. See Arizona Laws 29-2102

  • Filing entity: means an entity that is created by the filing of a public organizational document. See Arizona Laws 29-2102
  • 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.
  • Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
  • Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
  • Property: includes both real and personal property. See Arizona Laws 1-215
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Arizona Laws 29-2102
  • Type: means , with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. See Arizona Laws 29-2102

1. The name and type of the converting entity.

2. The name, jurisdiction of organization and type of the converted entity.

3. The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

4. The proposed public organizational document of the converted entity, if it is a filing entity.

5. The full text of the private organizational documents of the converted entity that are proposed to be in a record.

6. The other terms and conditions of the conversion, if any.

7. Any other provision required by the laws of this state or the organizational documents of the converting entity.

B. A plan of conversion may contain any other provision not prohibited by law.

 

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