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Current as of January 01, 2025 | Updated by Findlaw Staff
Subdivision 1.Articles of conversion. After a plan of conversion is approved:
(1) if the converting organization is a converting corporation, the converting corporation shall file articles of conversion with the secretary of state, which must be signed as provided insection 317A.011, subdivision 19, and must include:
(i) the plan of conversion;
(ii) a statement that the corporation is converting into another organization;
(iii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iv) the time the conversion is effective under the governing statute of the converted organization;
(v) a statement that the conversion was approved as required by this chapter;
(vi) a statement that the conversion was approved as required by the governing statute of the converted organization;
(vii) if the converted organization is a domestic organization, the organizational document of the converted organization;
(viii) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes ofsection 317A.689, subdivision 3; and
(ix) if applicable, a statement that the notice to the attorney general required bysection 317A.811has been given and any applicable period has expired or has been waived by the attorney general, or a statement thatsection 317A.811is not applicable; and
(2) if the converting organization is not a converting corporation, the converting organization shall file articles of conversion with the secretary of state, which must be signed as provided insection 317A.011, subdivision 19, and must include:
(i) articles of incorporation for the corporation into which the converting organization is converting, which must include the information required bysection 317A.111, subdivision 1, clauses (1) and (2);
(ii) the plan of conversion;
(iii) a statement that the converting organization is converting into a corporation;
(iv) the name and form of the converting organization and the jurisdiction of its governing statute;
(v) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute; and
(vi) if applicable, a statement that the notice to the attorney general required bysection 317A.811has been given and any applicable waiting period has expired or has been waived by the attorney general, or a statement thatsection 317A.811is not applicable.
Subd. 2.Effective date and time of conversion. A conversion becomes effective:
(1) if the converted organization is a corporation, when the articles of conversion are filed with the secretary of state or on a later date or at a later time specified in the articles of conversion; or
(2) if the converted organization is not a corporation, as provided by the governing statute of the converted organization.
Subd. 3.Certificate. The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion and, if the converted organization is a corporation, a certificate of incorporation.
Cite this article: FindLaw.com - Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 317A.685. Filings required for conversion; effective date and time - last updated January 01, 2025 | https://codes.findlaw.com/mn/business-social-and-charitable-organizations-ch-300-323a/mn-st-sect-317a-685/
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