HF385 Summary

• Creates new conversion procedures allowing corporations and limited liability companies (LLCs) to convert to other business organization types under sections 302A.682-302A.692 and 322B.781-322B.791

• Requires board approval followed by shareholder/member approval by majority vote for conversions, with notice requirements of 14-60 days before meetings and written plan descriptions provided to owners

• Establishes that converted organizations maintain the same legal entity status, assets, liabilities, and rights as the converting organization, with no assignment of property or contracts deemed to occur

• Adds definitions for "governing statute," "organizational documents," "converted organization," and "converting organization" across both corporation and LLC statutes

• Repeals previous conversion sections (302A.681, 302A.683-689, 322B.78) and related 2014 session law provisions to consolidate conversion rules