(a) A corporation, limited partnership, or general partnership may elect to become a limited liability company. Such election shall require (1) compliance with Code Section 14-2-1109.1 in the case of a corporation, or (2) the approval of all of its partners (or such other approval as may be sufficient under applicable law to authorize such election) in the case of a limited partnership or general partnership.

(b) Such election is made by delivering a certificate of election to the Secretary of State for filing. The certificate shall set forth:

(1) The name of the corporation, limited partnership, or general partnership making the election;

(2) That the corporation, limited partnership, or general partnership elects to become a limited liability company;

(3) The effective date, or the effective date and time, of such election if later than the date and time the certificate of election is filed;

(4) That the election has been approved as required by subsection (a) of this Code section;

(5) That filed with the certificate of election are articles of organization that are in the form required by Code Section 14-11-204, that set forth a name for the limited liability company that satisfies the requirements of Code Section 14-11-207, and that shall be the articles of organization of the limited liability company formed pursuant to such election unless and until modified in accordance with this chapter; and

(6) A statement that either (A) states the manner and basis for converting the shares of the corporation or the interests of the partners in the limited partnership or general partnership into interests as members of the limited liability company formed pursuant to such election, or (B) states (i) that a written operating agreement has been entered into among the persons who will be the members of the limited liability company formed pursuant to such election, (ii) that such operating agreement will be effective immediately upon the effectiveness of such election, and (iii) that such operating agreement provides for the manner and basis of such conversion.

(c) Upon the election becoming effective:

(1) The corporation, limited partnership, or general partnership shall become a limited liability company formed under this chapter by such election;

(2) The shares of the corporation or the interests of the partners of the limited partnership or general partnership making the election shall be converted on the basis stated or referred to in the certificate of election in accordance with paragraph (6) of subsection (b) of this Code section;

(3) The articles of organization filed with the certificate of election shall be the articles of organization of the limited liability company formed pursuant to such election unless and until amended in accordance with this chapter;

(4) The articles of incorporation and bylaws of the corporation, certificate of limited partnership and partnership agreement of the limited partnership, or partnership agreement and statement of partnership, if any, of the general partnership making the election shall be of no further force or effect;

(5) The limited liability company formed by such election shall thereupon and thereafter possess all of the rights, privileges, immunities, franchises, and powers of the corporation, limited partnership, or general partnership making the election; and all property, real, personal, and mixed, and all debts due to such corporation, limited partnership, or general partnership, as well as all other choses in action, and each and every other interest of or belonging to or due to the corporation, limited partnership, or general partnership shall be taken and deemed to be vested in the limited liability company formed by such election without further act or deed; and the title to any real estate, or any interest therein, vested in the corporation, limited partnership, or general partnership shall not revert or be in any way impaired by reason of such election; and

(6) The limited liability company formed by such election shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of the corporation, limited partnership, or general partnership making the election, and any claim existing or action or proceeding pending by or against such corporation, limited partnership, or general partnership may be prosecuted as if such election had not become effective. Neither the rights of creditors nor any liens upon the property of the corporation, limited partnership, or general partnership shall be impaired by such election.

(d) A limited liability company formed by an election pursuant to this Code section may file a copy of such election to become a limited liability company, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such limited liability company is located and record such certified copy of the election in the books kept by such clerk for recordation of deeds in such county with the entity electing to become a limited liability company indexed as the grantor and the limited liability company indexed as the grantee. No real estate transfer tax under Code Section 48-6-1 shall be due with respect to recordation of such election.