Mississippi Code
Article 4 - Conversion
§ 79-37-403. Approval of conversion

A plan of conversion is not effective unless it has been approved:
In accordance with the requirements, if any, in its organic rules for approval of a conversion;
If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger;
In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or
By all of the interest holders of the entity entitled to vote on or consent to any matter if in the case of any entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a conversion or a merger; and
The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.