Section 304-C:17-a Conversion of Other Business Entities to Limited Liability Companies.
I. Any business entity may convert to a limited liability company by complying with the requirements of this section.
II. Each business entity that proposes to convert to a limited liability company shall approve a plan of conversion in the manner and by the vote required by the laws applicable to such business entity.
III. A plan of conversion shall set forth the terms and conditions of the conversion of the shares of stock of a corporation, the partnership interests of a partnership or a limited partnership or other equity interests in the converting business entity, as the case may be, into interests in the limited liability company or cash or other consideration to be paid or delivered as a result of the conversion.
IV. A business entity converting to a limited liability company shall file with the secretary of state:
(a) A certificate of conversion to a limited liability company;
(b) A certificate of formation that complies with the requirements of RSA 304-C:12; and
(c) The certificate required by RSA 421-B:11, II.
V. The certificate of conversion to a limited liability company shall state:
(a) The date on which and jurisdiction where the business entity was first created, formed, incorporated, or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a limited liability company.
(b) The name of the business entity immediately prior to the filing of the certificate of conversion to a limited liability company.
(c) The name of the limited liability company as set forth in its certificate of formation filed in accordance with paragraph IV of this section.
(d) If the business entity is a corporation:
(1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and
(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group is sufficient for approval by that voting group.
(e) That the plan of conversion is on file at the principal place of business of the limited liability company and the address thereof and that a copy of the plan of conversion will be furnished by the limited liability company, on request and without cost, to any shareholder of the corporation.
VI. A conversion of a business entity to a limited liability company takes effect upon the effective date and time of the certificate of formation.
VII. Upon the effective date of the conversion the converting business entity shall be converted into a limited liability company, and the limited liability company shall thereafter be subject to all of the provisions of this chapter.
VIII. A conversion of a business entity to a limited liability company has the following effects:
(a) The limited liability company shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of the business entity that converted into the limited liability company and shall be subject to all the restrictions, disabilities, and duties of such business entity to the extent that such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to a limited liability company.
(b) All property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest of or belonging to or due to such business entity shall be vested in the limited liability company without further act or deed.
(c) The title to all real estate and other interests therein vested in the business entity converting into the limited liability company shall not revert or be in any way impaired by reason of such conversion.
(d) The limited liability company shall thenceforth be liable for all liabilities and obligations of the business entity converting to the limited liability company and any claim existing or action or proceeding pending by or against such business entity may be prosecuted as if such conversion had not taken place, or the limited liability company may be substituted in the action.
(e) Neither the rights of creditors nor any liens on the property of the business entity converted to a limited liability company shall be impaired by the conversion.
(f) The interests or shares of the business entity that is converted into a limited liability company that are to be converted or exchanged into interests of the limited liability company under the terms of the plan of conversion are so converted, and the former holders thereof are entitled only to the interests in the limited liability company as provided in the plan of conversion or the rights otherwise provided by law.
(g) The conversion shall not be deemed to affect any obligations or liabilities of the converting business entity incurred before its conversion to a limited liability company.
IX. Unless otherwise agreed or as required under applicable law, the converting business entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting business entity.
Source. 1997, 120:20, eff. Aug. 8, 1997.