1. A plan of conversion of a domestic converting limited liability company may be amended according to any of the following: a. In the same manner as the plan was approved, ifthe plan does not provide for the manner in which it may be amended. b. By itsmanagers or members in the manner provided inthe plan, but a member that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change any of the following: (1) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the converting limited liability company under the plan. (2) The public organic record, ifany, or private organicrules of the converted entity which willbe in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under itsorganic law or organic rules. (3) Any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. 2. After a plan of conversion has been approved by a domestic converting limited liability company and before astatement ofconversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited liability company may abandon the plan in the same manner as the plan was approved. 3. If a plan ofconversion isabandoned after a statement of conversion has been delivered tothe secretary of state for filingand before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the secretary of state for filingbefore the statement of conversion becomes effective. The statement of abandonment takes effect on filing,and the conversion is abandoned and does not become effective. The statement of abandonment must contain allof the following: a. The name of the converting limited liabilitycompany. b. The date on which the statement of conversion was filed by the secretary of state. c. A statement that the conversion has been abandoned in accordance with this section.
‹ Prev All Iowa sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.