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, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011 , subdivision 30, 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; and
(vii) 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 of section 302A.691, subdivision 3 ; and
(2) if the converting organization is not a converting corporation, the converting organization shall file articles of conversion with the secretary of state, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011, subdivision 30 , and must include:
(i) articles of incorporation for the corporation into which the converting organization is converting, which articles of incorporation must include the information required by section 302A.111, subdivision 1 , paragraphs (a) to (c);
(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; and
(v) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
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; and
(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.