(a) A plan of conversion is not effective unless it has been approved: (1) by a domestic converting entity: (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of: (i) in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or (C) if neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and (2) in a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective. (b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization. in its organic rules for approval of a conversion; approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of: business corporation, a merger, as if the conversion were a merger; or merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or provide for approval of a conversion or a merger described in subparagraph (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective.
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