Alaska § 10.55.403 - Approval of conversion.

§ 10.55.403. Approval of conversion.

 (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 the converted entity's organic rules for approval of a conversion;

 (B) if the converted entity's organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in the converted entity's 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 (B)(ii) of this paragraph, 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, unless, in the case of an entity that is not a business or nonprofit corporation,             (A) the organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of the entity's interest holders become subject to interest-holder liability by the vote or consent of fewer than all of the interest holders; and

 (B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

 (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.