54-2A-1104: Filings required for conversion; effective date.

A. After a plan of conversion is approved:

(1) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion that shall include:

(a) a statement that the limited partnership has been converted into another organization;

(b) the name and form of the organization and the jurisdiction of its governing statute;

(c) the date the conversion is effective pursuant to the governing statute of the converted organization;

(d) a statement that the conversion was approved as required by the Uniform Revised Limited Partnership Act;

(e) a statement that the conversion was approved as required by the governing statute of the converted organization; and

(f) if the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of Subsection C of Section 1105 [54-2A-1105 NMSA 1978] of the Uniform Revised Limited Partnership Act; and

(2) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership that shall include, in addition to the information required by Section 201 [54-2A-201 NMSA 1978] of the Uniform Revised Limited Partnership Act:

(a) a statement that the limited partnership was converted from another organization;

(b) the name and form of the organization and the jurisdiction of its governing statute; and

(c) a statement that the conversion was approved in a manner that complied with the organization's governing statute.

B. A conversion becomes effective:

(1) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and

(2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.