§ 7-1.2-1007 - Conversion of other entities to a domestic corporation.
SECTION 7-1.2-1007
§ 7-1.2-1007 Conversion of other entitiesto a domestic corporation. – (a) As used in this section, the term "other entity" means a limited liabilitycompany, business trust or association, real estate investment trust,common-law trust, or any other unincorporated business or entity including apartnership (whether general or limited, including a registered limitedliability partnership) or a foreign corporation.
(b) Any other entity may convert to a corporation of thisstate by complying with subsection (h) of this section and filing in the officeof the secretary of state:
(1) A certificate of conversion to corporation that has beenexecuted in accordance with subsection (i) of this section and filed inaccordance with § 7-1.2-105; and
(2) Articles of incorporation that have been executed,acknowledged and filed in accordance with § 7-1.2-105.
(c) The certificate of conversion to corporation shall state:
(1) The date on which and jurisdiction where the other entitywas first created, incorporated, formed or otherwise came into being and, if ithas changed, its jurisdiction immediately prior to its conversion to a domesticcorporation;
(2) The name and type of the other entity immediately priorto the filing of the certificate of conversion to corporation; and
(3) The name of the corporation as set forth in its articlesof incorporation filed in accordance with subsection (b) of this section.
(d) Upon the effective time of the certificate of conversionto corporation and the articles of incorporation, the other entity shall beconverted to a corporation of this state and the corporation shall thereafterbe subject to all of the provisions of this title, except that notwithstandingsubsection 7-1.2-105(d) the existence of the corporation shall be deemed tohave commenced on the date the other entity commenced its existence in thejurisdiction in which the other entity was first created, formed, incorporatedor otherwise came into being.
(e) The conversion of any other entity to a corporation ofthis state shall not be deemed to affect any obligations or liabilities of theother entity incurred prior to its conversion to a corporation of this state orthe personal liability of any person incurred prior to such conversion.
(f) When an other entity has been converted to a corporationof this state pursuant to this section, the corporation of this state shall,for all purposes of the laws of the state of Rhode Island, be deemed to be thesame entity as the converting other entity. When any conversion shall havebecome effective under this section, for all purposes of the laws of the stateof Rhode Island, all of the rights, privileges and powers of the other entitythat has converted, and all property, real, personal and mixed, and all debtsdue to such other entity, as well as all other things and causes of actionbelonging to such other entity, shall remain vested in the domestic corporationto which such other entity has converted and shall be the property of suchdomestic corporation and that title to any real property vested by deed orotherwise in such other entity shall not revert to such other entity or be inany way impaired by reason of this chapter: but all rights of creditors and allliens upon any property of such other entity shall be preserved unimpaired, andall debts, liabilities and duties of the other entity that has converted shallremain attached to the corporation of this state to which such other entity hasconverted, and may be enforced against it to the same extent as if said debts,liabilities and duties had originally been incurred or contracted by it in itscapacity as a corporation of this state. The rights, privileges, powers andinterests in property of the other entity, as well as the debts, liabilitiesand duties of the other entity, shall not be deemed, as a consequence of theconversion, to have been transferred to the domestic corporation to which suchother entity has converted for any purpose of the laws of the state of RhodeIsland.
(g) Unless otherwise agreed for all purposes of the laws ofthe state of Rhode Island or as required under applicable non-Rhode Island law,the converting other entity shall not be required to wind up its affairs or payits liabilities and distribute its assets, and the conversion shall not bedeemed to constitute a dissolution of such other entity and shall constitute acontinuation of the existence of the converting other entity in the form of acorporation of this state.
(h) Prior to filing a certificate of conversion tocorporation with the office of the secretary of state, the conversion shall beapproved in the manner provided for by the document, instrument, agreement orother writing, as the case may be, governing the internal affairs of the otherentity and the conduct of its business or by applicable law, as appropriate,and articles of incorporation shall be approved by the same authorizationrequired to approve the conversion.
(i) The certificate of conversion to corporation shall besigned by any person who is authorized to sign the certificate of conversion tocorporation on behalf of the other entity.
(j) In connection with a conversion hereunder, rights orsecurities of, or interests in, the other entity which is to be converted to acorporation of this state may be exchanged for or converted into cash,property, or shares of stock, rights or securities of such corporation of thisstate or, in addition to or in lieu thereof, may be exchanged for or convertedinto cash, property, or shares of stock, rights or securities of or interestsin another domestic corporation or other entity or may be cancelled.