Nottawaseppi Huron Band of the Potawatomi, MI
Calhoun County
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Table of Contents
Table of Contents
[Added 7-20-2017 by Res. No. 07-20-17-08[1]]
[1]
Editor's Note: This ordinance also provided for the renumbering of former Art. X as Art. XI and former §§ 4.2-68 through 4.2-74 as §§ 4.2-71 through §§ 4.2-77, respectively.

§ 4.2-68 Requirements for conversion of business entity into domestic limited liability company.

A business entity may convert into a domestic limited liability company if all of the following requirements are satisfied:
A. 
The conversion is permitted by the law that governs the internal affairs of the entity, and the entity complies with that law in converting.
B. 
The entity proposing to convert into a domestic limited liability company adopts a plan of conversion that includes all of the following:
(1) 
The name of the entity, the type of entity that is converting, identification of the statute that governs the internal affairs of the entity, the name of the surviving domestic limited liability company into which the entity is converting, the street address of the surviving domestic limited liability company, the street address of the entity if different from the street address of the surviving domestic limited liability company, and the principal place of business of the surviving domestic limited liability company.
(2) 
The terms and conditions of the proposed conversion, including the manner and basis of converting the ownership interests of the entity into membership interests of the surviving domestic limited liability company, into cash, into other consideration that may include ownership interests or obligations of an entity that is not a party to the conversion, or into a combination of cash and other consideration.
(3) 
The terms and conditions of the articles of organization that are to govern the surviving domestic limited liability company.
(4) 
Any other provisions with respect to the proposed conversion that the entity considers necessary or desirable.
C. 
If a plan of conversion is adopted by the entity under § 4.2-68B, the plan of conversion is submitted for approval in the manner required by the law governing the internal affairs of that entity.
D. 
If the plan of conversion is approved under § 4.2-68B and C, the entity executes as provided in § 4.2-10 and files a certificate of conversion with the office of the Tribal Council Secretary. The certificate of conversion shall include all of the following:
(1) 
All of the information described in § 4.2-68B(1) and (2).
(2) 
A statement that the entity has obtained approval of the plan of conversion under § 4.2-68C.
(3) 
A statement that the surviving domestic limited liability company will furnish a copy of the plan of conversion, on request and without cost, to any owner of the entity.
(4) 
Articles of organization for the surviving domestic limited liability company that meet all of the requirements of this chapter applicable to articles of organization.

§ 4.2-69 Effectiveness.

Section 4.2-11D applies in determining when a certificate of conversion under this article becomes effective.

§ 4.2-70 Effect of conversion.

When a conversion under this article takes effect all of the following apply:
A. 
The entity converts into the surviving domestic limited liability company. Except as otherwise provided in this article, the surviving domestic limited liability company is organized under and subject to this chapter.
B. 
The surviving domestic limited liability company has all of the liabilities of the entity. The conversion of the entity into a domestic limited liability company under this article shall not be considered to affect any obligations or liabilities of the entity incurred before the conversion or the personal liability of any person incurred before the conversion, and the conversion shall not be considered to affect the choice of law applicable to the entity with respect to matters arising before the conversion.
C. 
The title to all real estate and other property and rights owned by the entity remains vested in the surviving domestic limited liability company without reversion or impairment. The rights, privileges, powers, and interests in property of the entity, as well as the debts, liabilities, and duties of the entity, shall not be considered, as a consequence of the conversion, to have been transferred to the surviving domestic limited liability company to which the entity has converted for any purpose of the laws of the Band.
D. 
A proceeding pending against the entity may be continued as if the conversion had not occurred, or the surviving domestic limited liability company may be substituted in the proceeding for the entity.
E. 
The surviving domestic limited liability company is considered to be the same entity that existed before the conversion and is considered to be organized on the date that the entity was originally organized.
F. 
The ownership interests of the entity that were to be converted into membership interests or obligations of the surviving domestic limited liability company or into cash or other property are converted.
G. 
Unless otherwise provided in a plan of conversion adopted in accordance with this article, the entity is not required to wind up its affairs or pay its liabilities and distribute its assets on account of the conversion, and the conversion does not constitute a dissolution of the entity.