§ 7-16-5.1 - Conversion of certain entities to a limited liability company.
SECTION 7-16-5.1
§ 7-16-5.1 Conversion of certain entitiesto a limited liability company. – (a) As used in this section, the term "other entity" means a corporation, abusiness trust, or association, a real estate investment trust, a common-lawtrust, a sole proprietorship or any other unincorporated business, or entityincluding a partnership, whether general or limited, (including a registeredlimited liability partnership) or a foreign limited liability company.
(b) Any other entity may convert to a domestic limitedliability company by complying with subsection (h) of this section and filingin the office of the secretary of state in accordance with § 7-16-8articles of organization that comply with § 7-16-6 and have been executedby one or more authorized persons in accordance with § 7-16-7, accompaniedby a certificate of conversion to a limited liability company duly executed byone or more persons authorized to act on behalf of the other entity and one ormore persons authorized to sign a certificate of conversion on behalf of thelimited liability company.
(c) The certificate of conversion to limited liabilitycompany shall state:
(1) The date on which and jurisdiction where the other entitywas first created, formed, or otherwise came into being and, if it has changed,its jurisdiction immediately prior to its conversion to a domestic limitedliability company;
(2) The name of the other entity immediately prior to thefiling of the certificate of conversion to limited liability company;
(3) The name of the limited liability company as set forth inits articles of organization filed in accordance with subsection (b) of thissection; and
(4) The future effective date or time (which is a date ortime certain) of the conversion to a limited liability company if it is not tobe effective upon the filing of the certificate of conversion to limitedliability company and the articles of organization.
(d) Upon the filing in the office of the secretary of stateof the certificate of conversion to limited liability company and the articlesof organization or upon the future effective date or time of the certificate ofconversion to a limited liability company and the articles of organization, theother entity shall be converted into a domestic limited liability company andthe limited liability company shall thereafter be subject to all of theprovisions of this chapter, except that, notwithstanding § 7-16-5, theexistence of the limited liability company shall be deemed to have commenced onthe date the other entity commenced its existence in the jurisdiction in whichthe other entity was first created, formed, or otherwise came into being.
(e) The conversion of any other entity into a domesticlimited liability company shall not be deemed to affect any obligations orliabilities of the other entity incurred prior to its conversion to a domesticlimited liability company or the personal liability of any person incurredprior to the conversion.
(f) When any conversion shall have become effective underthis section, for all purposes of the laws of the state of Rhode Island, all ofthe rights, privileges, and powers of the other entity that has converted, andall property, real, personal, and mixed, and all debts due to such otherentity, as well as all other things and causes of action belonging to the otherentity, shall be vested in the domestic limited liability company and shallthereafter be the property of the domestic limited liability company as theywere of the other entity that has converted, and the title to any real propertyvested by deed or otherwise in the other entity shall not revert or be in anyway 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 shallthenceforth attach to the domestic limited liability company and may beenforced against it to the same extent as if those debts, liabilities, andduties had been incurred or contracted by it.
(g) Unless otherwise agreed, or as required under applicablenon-Rhode Island law, the converting other entity shall not be required to windup its affairs or pay its liabilities and distribute its assets, and theconversion shall not be deemed to constitute a dissolution of the other entityand shall constitute a continuation of the existence of the converting otherentity in the form of a domestic limited liability company.
(h) Prior to filing a certificate of conversion to limitedliability company 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 a limited liability company agreement shall be approved by the sameauthorization required to approve the conversion.
(i) In connection with a conversion hereunder, rights orsecurities of or interests in the other entity which is to be converted to adomestic limited liability company may be exchanged for or converted into cash,property, or rights or securities of or interests in such domestic limitedliability company or, in addition to or in lieu thereof, may be exchanged foror converted into cash, property, or rights or securities of or interests insuch domestic limited liability company or, in addition to or in lieu thereof,may be exchanged for or converted into cash, property, or rights or securitiesof or interests in another domestic limited liability company or other entityor may be cancelled.
(j) The provisions of this section shall not be construed tolimit the accomplishment of a change in the law governing, or the domicile of,an other entity to the state of Rhode Island by any other means provided for ina limited liability company agreement or other agreement or as otherwisepermitted by law, including by the amendment of a limited liability companyagreement or other agreement.