Bill > HB463

This bill allows domestic limited liability companies (LLCs) to convert to either a domestic corporation or a limited liability partnership (LLP) through a structured process that requires unanimous member approval. The conversion process involves creating a written plan that outlines the terms of converting members' interests, which must be approved by all members or according to the LLC's operating agreement. If the conversion would subject any interest holders to new liability, those specific interest holders must provide separate written consent. When the conversion takes effect, the original LLC's property, contracts, debts, and obligations transfer seamlessly to the new entity, and the converted entity is considered to have continuous legal existence from the original LLC's formation date. The bill provides detailed requirements for filing conversion articles with the secretary of state, including specifying the converting LLC's name, the new entity type, and the new entity's formation documents. Importantly, the conversion does not require the LLC to wind up its affairs or constitute dissolution, and it preserves existing interest holder liabilities that arose before the conversion while preventing new liabilities from applying retroactively. The bill also updates definitions in existing law to accommodate these new conversion provisions, ensuring clarity and legal precision in the entity conversion process.

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https://bills.legmt.gov/#/laws/bill/2/LC2356