{"data":{"id":"us-nc/n.c.-gen.-stat.-57d-9-21","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 57D-9-21","heading":"Plan of conversion.","body":"(a)\tThe converting entity must approve a written plan of conversion containing the following:\n(1)\tThe name, type of entity, and jurisdiction whose law governs the organization and internal affairs of the converting entity immediately before the conversion.\n(2)\tA statement that the converting entity will deliver to the Secretary of State for filing articles of organization and conversion for the purpose of converting the eligible entity into an LLC.\n(3)\tThe name the entity will have when the conversion becomes effective.\n(4)\tThe terms and conditions of the conversion.\n(5)\tThe manner and basis for converting the interests in the converting entity into ownership interests, obligations, or securities of the surviving entity or into cash or other property or any combination thereof.\n(b)\tThe plan of conversion may contain other provisions relating to the conversion.\n(c)\tThe provisions of the plan of conversion, other than the provisions required by subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts objectively ascertainable outside the plan of conversion if the plan of conversion provides the manner in which the facts will operate on the affected provisions. The facts may include, for example, any of the following:\n(1)\tStatistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data.\n(2)\tA determination or action by the converting entity or by any other person, group, or body.\n(3)\tThe terms of, or actions taken under, an agreement to which the converting entity is a party or any other agreement or document.\n(d)\tThe plan of conversion must be approved in accordance with the law governing the organization and internal affairs of the converting entity immediately before the conversion.\n(e)\tAfter a plan of conversion has been approved as provided in subsection (d) of this section, but before articles of conversion become effective, the plan of conversion may be amended or abandoned to the extent permitted by the law that governs the organization and internal affairs of the converting entity. (2013-157, s. 2.)","path":["Chapter 57D. North Carolina Limited Liability Company Act.","Article 9. Conversion and Merger.","Part 2. Conversion to an LLC."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_57D/GS_57D-9-21.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:06:47Z","sha256":"5721eeb7746c47671ee14939246685eefcc8d89acff25922b3cbe9fd27b98449","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-57d-9-20","next":"us-nc/n.c.-gen.-stat.-57d-9-22"},"notice":"GroundRules: Original legal text. Not legal advice."}