NOTE:  §1604 eff. Jan. 1, 2015.  See Acts 2014, No. 328, §1.

§1604.  Filing and recording conversion application; issuance and effect of certificate of conversion

A.  The conversion application, and initial report if applicable, shall be filed with the secretary of state and may be delivered in advance, for filing as of any specified date, within thirty days after the date of delivery.

B.  If the secretary of state finds that the application and initial report, if applicable, are in compliance with the provisions of this Chapter, and after all fees have been paid as required by law, the secretary of state shall record the application and initial report, if applicable, in his office, endorse on each the date of filing thereof with him, and issue a certificate of conversion that shall show the date of filing of the application with him and the effective date of the conversion.  A duplicate certificate of conversion issued by the secretary of state shall, within thirty days after issuance of the certificate, be filed for record in the conveyance records of each parish in this state in which the entity has immovable property, title to which will be transferred as a result of the conversion.

C.  A conversion shall be effective when the application has been recorded by the secretary of state.  However, if the application was filed within five days, exclusive of legal holidays, after signing thereof, the conversion shall be effective as of the time of such signing, unless the application specifies that the effective date shall be the date filed by the secretary of state.

NOTE:  §1604 as amended by Acts 2014, No. 328, §1, eff. Jan. 1, 2015.

§1604.  Continuation and updating of professional or other license

A.  A converting entity that holds a license immediately before a nonprofit conversion or entity conversion continues to hold the license as a surviving entity unless the surviving entity fails to comply with an allowed update rule, or is not a form of business entity that may hold that kind of license.  The continued holding of a license under this Subsection does not affect the expiration date or any of the terms or conditions of the license.  The license continues to be held, and may be suspended, restricted, or revoked, as if the conversion had not occurred.

B.  The rules of a licensing body may require a surviving entity to update its licensing information by delivering a copy of any of the following documents to the licensing body within ninety days after the effective date of the conversion, or by a later date set by those rules:

(1)  The articles of entity conversion, acknowledged as filed by the secretary of state as provided in the Business Corporation Act.

(2)  The license being updated.

(3)  A bond or certificate of insurance in the name of the surviving entity for any coverage required for the issuance of the kind of license being updated.

(4)  An amendment or amended version of any contract or other agreement required for the issuance of the kind of license being updated, naming the surviving entity as a party to the required contract or agreement.

C.  The rules of a licensing body may require the surviving entity to pay a fee of up to twenty-five dollars to update the license.

D.  An updated license shall be issued by the licensing body within thirty days of its receipt of the documents and fee required by its allowed update rules, but if a surviving entity has complied with the allowed update rules of the licensing body, a failure by the licensing body to issue an updated license does not affect the continued holding of the license as provided in Subsection A of this Section.

E.  A license held by a converting entity terminates on the effective date of the conversion if the surviving entity in the conversion is a form of business entity that may not hold the license.

F.  If a surviving entity fails to comply with an allowed update rule concerning a license, the license terminates at the end of the ninetieth day after the effective date of the conversion or, if a later date for compliance is set by the allowed update rule, at the end of the later date.

G.  Except for publicly traded entities, the provisions of this Section shall not apply to a surviving entity seeking an updated license that has any change in ownership interests or has changed ownership by including an individual or entity that did not have an ownership interest in the surviving entity immediately prior to the conversion.

Acts 2006, No. 153, §1, eff. June 2, 2006; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.