A.__The other organization's governing statute authorizes the conversion;

B.__The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and

C.__The other organization complies with its governing statute in effecting the conversion.

2.__Plan of conversion.__A plan of conversion must be in a record and must include:

A.__The name and form of the organization before conversion;

B.__The name and form of the organization after conversion;

C.__The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration; and

D.__The organizational documents of the converted organization.

§1433.__Action on plan of conversion by converting limited

partnership

1.__Consent.__Subject to section 1440, a plan of conversion must be consented to by all the partners of a converting limited partnership.

2.__Amend plan or abandon planned conversion.__Subject to section 1440 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 1434, a converting limited partnership may amend the plan or abandon the planned conversion:

A.__As provided in the plan; and

B.__Except as prohibited by the plan, by the same consent as was required to approve the plan.