47-1A-950.2. Domestic unincorporated entity to become domestic business corporation.

A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and appraisal rights exercised, in accordance with the procedures in §§ 47-1A-950 to 47-1A-956, inclusive, and §§ 47-1A-1301 to 47-1A-1331.2, inclusive. Without limiting the provisions of this section, a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion is subject to §§ 47-1A-950.4 and 47-1A-952. For purposes of applying §§ 47-1A-950 to 47-1A-956, inclusive and §§ 47-1A-1301 to 47-1A-1331.2, inclusive:

(1) The unincorporated entity, its interest holders, interests and organic documents taken together, are deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa, as the context may require; and

(2) If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group is deemed to be the board of directors.

Source: SL 2005, ch 239, § 217.