§ 7-1.2-1008 - Conversion of a domestic corporation to other entities.
SECTION 7-1.2-1008
§ 7-1.2-1008 Conversion of a domesticcorporation to other entities. – (a) A corporation of this state may, upon the authorization of such conversionin accordance with this section, convert to a limited liability company,business trust or association, real estate investment trust, common-law trustor any other unincorporated business or entity including a partnership (whethergeneral or limited, including a registered limited liability partnership) or aforeign corporation.
(b) The board of directors of the corporation which desiresto convert under this section shall adopt a resolution approving suchconversion, specifying the type of entity into which the corporation shall beconverted and recommending the approval of such conversion by the stockholdersof the corporation. Such resolution shall be submitted to the stockholders ofthe corporation at an annual or special meeting. Due notice of the time, andpurpose of the meeting shall be mailed to each holder of stock, whether votingor nonvoting, of the corporation at the address of the stockholder as itappears on the records of the corporation, at least twenty (20) days prior tothe date of the meeting. At the meeting, the resolution shall be considered anda vote taken for its adoption or rejection. If all outstanding shares of stockof the corporation, whether voting or nonvoting, shall be voted for theadoption of the resolution, the conversion shall be authorized.
(c) If a corporation shall convert in accordance with thissection to another entity organized, formed or created under the laws of ajurisdiction other than the state of Rhode Island, the corporation shall filewith the secretary of state a certificate of conversion executed in accordancewith § 7-1.2-105 which certifies:
(1) The name of the corporation, and if it has been changed,the name under which it was originally incorporated;
(2) The date of filing of its original articles ofincorporation with the secretary of state;
(3) The name and jurisdiction of the entity and type ofentity to which the corporation shall be converted;
(4) That the conversion has been approved in accordance withthe provisions of this section;
(5) The agreement of the corporation that it may be servedwith process in the state of Rhode Island in any action, suit or proceeding forenforcement of any obligation of the corporation arising while it was acorporation of this state, and that it irrevocably appoints the secretary ofstate as its agent to accept service of process in any such action, suit orproceeding; and
(6) The address to which a copy of the process referred to insubsection (c)(5) of this section shall be mailed to it by the secretary ofstate. In the event of such service upon the secretary of state in accordancewith subsection (c)(5) of this section, the secretary of state shall forthwithnotify such corporation that has converted out of the state of Rhode Island byletter, certified mail, return receipt requested, directed to such corporationthat has converted out of the state of Rhode Island at the address sospecified, unless such corporation shall have designated in writing to thesecretary of state a different address for such purpose, in which case it shallbe mailed to the last address designated. Such letter shall enclose a copy ofthe process and any other papers served on the secretary of state pursuant tothis subsection. It shall be the duty of the plaintiff in the event of suchservice to serve process and any other papers in duplicate, to notify thesecretary of state that service is being affected pursuant to this subsectionand to pay the secretary of state the sum of fifteen dollars ($15.00) for theuse of the state, which sum shall be taxed as part of the costs in theproceeding, if the plaintiff shall prevail therein. The secretary of stateshall maintain an alphabetical record of any such service setting forth thename of the plaintiff and the defendant, the title, docket number and nature ofthe proceeding in which process has been served, the fact that service has beeneffected pursuant to this subsection, the return date thereof, and the day andhour service was made. The secretary of state shall not be required to retainsuch information longer than five (5) years from receipt of the service ofprocess.
(d) Upon the filing in the office of the secretary of stateof a certificate of conversion to non-Rhode Island entity in accordance withsubsection (c) of this section or upon the future effective date or time of thecertificate of conversion to non-Rhode Island entity and payment to thesecretary of state of all fees prescribed under this title, the secretary ofstate shall certify that the corporation has filed all documents and paid allfees required by this title, and thereupon the corporation shall cease to existas a corporation of this state at the time the certificate of conversionbecomes effective in accordance with § 7-1.2-105. Such certificate of thesecretary of state shall be prima facie evidence of the conversion by suchcorporation out of the state of Rhode Island.
(e) The conversion of a corporation out of the state of RhodeIsland in accordance with this section and the resulting cessation of itsexistence as a corporation of this state pursuant to a certificate ofconversion to non-Rhode Island entity shall not be deemed to affect anyobligations or liabilities of the corporation incurred prior to such conversionor the personal liability of any person incurred prior to such conversion, norshall it be deemed to affect the choice of law applicable to the corporationwith respect to matters arising prior to such conversion.
(f) Unless otherwise provided in a resolution of conversionadopted in accordance with this section, the converting corporation shall notbe required to wind up its affairs or pay its liabilities and distribute itsassets, and the conversion shall not constitute a dissolution of suchcorporation.
(g) In connection with a conversion of a domestic corporationto another entity pursuant to this section, shares of stock, of the corporationof this state which is to be converted may be exchanged for or converted intocash, property, rights or securities of, or interests in, the entity to whichthe corporation of this state is being converted or, in addition to or in lieuthereof, may be exchanged for or converted into cash, property, shares ofstock, rights or securities of, or interests in, another domestic corporationor other entity or may be cancelled.
(h) When a corporation has been converted to another entityor business form pursuant to this section, the other entity or business formshall, for all purposes of the laws of the state of Rhode Island, be deemed tobe the same entity as the corporation. When any conversion shall have becomeeffective under this section, for all purposes of the laws of the state ofRhode Island, all of the rights, privileges and powers of the corporation thathas converted, and all property, real, personal and mixed, and all debts due tosuch corporation, as well as all other things and causes of action belonging tosuch corporation, shall remain vested in the other entity or business form towhich such corporation has converted and shall be the property of such otherentity or business form, and the title to any real property vested by deed orotherwise in such corporation shall not revert to such corporation or be in anyway impaired by reason of this chapter; but all rights of creditors and allliens upon any property of such corporation shall be preserved unimpaired, andall debts, liabilities and duties of the corporation that has converted shallremain attached to the other entity or business form to which such corporationhas converted, and may be enforced against it to the same extent as if saiddebts, liabilities and duties had originally been incurred or contracted by itin its capacity as such other entity or business form. The rights, privileges,powers and interest in property of the corporation that has converted, as wellas the debts, liabilities and duties of such corporation, shall not be deemed,as a consequence of the conversion, to have been transferred to the otherentity or business form to which such corporation has converted for anypurposes of the laws of the state of Rhode Island.
(i) No vote of stockholders of a corporation shall benecessary to authorize a conversion if no shares of the stock of suchcorporation shall have been issued prior to the adopting by the board ofdirectors of the resolution approving the conversion.