(a) As used in this Code section, the term "limited liability
company" means any limited liability company formed under Chapter 11
of this title. (b) A corporation may elect to become a limited liability company if
the board of directors adopts and its shareholders approve a plan of
election. (c) The plan of election must set forth: (1) The name of the limited liability company to be formed
pursuant to such election; (2) The manner and basis of converting the shares of such
corporation into interests as members of the limited liability
company to be formed pursuant to such election or a statement that
such information is contained in the operating agreement proposed
for such limited liability company; (3) The effective date and time of such election, if later than
the date and time the certificate of election is filed; (4) The contents of the articles of organization that shall be the
articles of organization of the limited liability company to be
formed pursuant to such election unless and until modified in
accordance with the provisions of Chapter 11 of this title; and (5) The contents of the operating agreement to be entered into
among the persons who will be the members of the limited liability
company to be formed pursuant to such election, which shall, if
not separately provided in the plan of election, state the manner
and basis for the conversion of the shares of such corporation
into interests as members of the limited liability company to be
formed pursuant to such election and that notification that
approval of the election will be deemed to be execution of the
operating agreement by such persons. (d) For a plan of election to become a limited liability company to
be approved: (1) The board of directors must recommend the plan of election to the shareholders in the same manner as provided in subsections (a) through (d) of the Code Section 14-2-1103; and (2) All of the shareholders must approve the plan of election. (e) After a plan of election is approved by the shareholders, the corporation shall deliver to the Secretary of State for filing a certificate of election complying with subsection (b) of Code Section 14-11-212. |