TITLE 7

Corporations, Associations, and Partnerships

CHAPTER 7-1.2

Rhode Island Business Corporation Act

PART 7-1.2-1001

Merger

SECTION 7-1.2-1008



   § 7-1.2-1008  Conversion of a domestic

corporation to other entities. –

(a) A corporation of this state may, upon the authorization of such conversion

in accordance with this section, convert to a limited liability company,

business trust or association, real estate investment trust, common-law trust,

or any other unincorporated business or entity, including a partnership

(whether general or limited, including a registered limited liability

partnership) or a foreign corporation.



   (b) The board of directors of the corporation that desires to

convert under this section shall adopt a resolution approving such conversion,

specifying the type of entity into which the corporation shall be converted and

recommending the approval of such conversion by the stockholders of the

corporation. Such resolution shall be submitted to the stockholders of the

corporation at an annual or special meeting. Due notice of the time and purpose

of the meeting shall be mailed to each holder of stock, whether voting or

nonvoting, of the corporation at the address of the stockholder, as it appears

on the records of the corporation, at least twenty (20) days prior to the date

of the meeting. At the meeting, the resolution shall be considered and a vote

taken for its adoption or rejection. If all outstanding shares of stock of the

corporation, whether voting or nonvoting, shall be voted for the adoption of

the resolution, the conversion shall be authorized.



   (c) If a corporation shall convert in accordance with this

section to another entity organized, formed, or created under the laws of a

jurisdiction other than the state of Rhode Island or to a Rhode Island

unincorporated "other entity", upon payment of all fees and taxes by the

corporation, as evidenced by an appropriate certificate of good standing issued

by the Rhode Island division of taxation, the corporation shall file with the

secretary of state a certificate of conversion to non-Rhode Island entity,

executed in accordance with § 7-1.2-105, that 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 of

incorporation with the secretary of state;



   (3) The name and jurisdiction of the entity and type of

entity to which the corporation shall be converted;



   (4) That the conversion has been approved in accordance with

the provisions of this section;



   (5) The agreement of the corporation that it may be served

with process in the state of Rhode Island in any action, suit, or proceeding

for enforcement of any obligation of the corporation arising while it was a

corporation of this state, and that it irrevocably appoints the secretary of

state as its agent to accept service of process in any such action, suit, or

proceeding; and



   (6) The address to which a copy of the process referred to in

subsection (c)(5) of this section shall be mailed to it by the secretary of

state. In the event of such service upon the secretary of state in accordance

with subsection (c)(5) of this section, the secretary of state shall forthwith

notify such corporation that has converted out of the state of Rhode Island by

letter, certified mail, return receipt requested, directed to such corporation

that has converted out of the state of Rhode Island at the address so

specified, unless such corporation shall have designated in writing to the

secretary of state a different address for such purpose, in which case it shall

be mailed to the last address designated. Such letter shall enclose a copy of

the process and any other papers served on the secretary of state pursuant to

this subsection. It shall be the duty of the plaintiff in the event of such

service to serve process and any other papers in duplicate; to notify the

secretary of state that service is being affected pursuant to this subsection;

and to pay the secretary of state the sum of fifteen dollars ($15.00) for the

use of the state, which sum shall be taxed as part of the costs in the

proceeding, if the plaintiff shall prevail therein. The secretary of state

shall maintain an alphabetical record of any such service setting forth the

name of the plaintiff and the defendant; the title, docket number and nature of

the proceeding in which process has been served; the fact that service has been

effected pursuant to this subsection; the return date thereof; and the day and

hour service was made. The secretary of state shall not be required to retain

such information longer than five (5) years from receipt of the service of

process.



   (d) Upon the filing in the office of the secretary of state

of a certificate of conversion to non-Rhode Island entity in accordance with

subsection (c) of this section, or upon the future effective date or time of

the certificate of conversion to non-Rhode Island entity and payment to the

secretary of state of all fees prescribed under this title, the secretary of

state shall certify that the corporation has filed all documents and paid all

fees required by this title, and thereupon the corporation shall cease to exist

as a corporation of this state at the time the certificate of conversion

becomes effective in accordance with § 7-1.2-105. Such certificate of the

secretary of state shall be prima facie evidence of the conversion by such

corporation out of the state of Rhode Island.



   (e) The conversion of a corporation out of the state of Rhode

Island in accordance with this section and the resulting cessation of its

existence as a corporation of this state pursuant to a certificate of

conversion to non-Rhode Island entity shall not be deemed to affect any

obligations or liabilities of the corporation incurred prior to such conversion

or the personal liability of any person incurred prior to such conversion, nor

shall it be deemed to affect the choice of law applicable to the corporation

with respect to matters arising prior to such conversion.



   (f) Unless otherwise provided in a resolution of conversion

adopted in accordance with this section, the converting corporation shall not

be required to wind up its affairs or pay its liabilities and distribute its

assets, and the conversion shall not constitute a dissolution of such

corporation.



   (g) In connection with a conversion of a domestic corporation

to another entity pursuant to this section, shares of stock of the corporation

of this state that is to be converted may be exchanged for or converted into

cash, property, rights or securities of, or interests in, the entity to which

the corporation of this state is being converted or, in addition to or in lieu

thereof, may be exchanged for or converted into cash, property, shares of

stock, rights or securities of, or interests in, another domestic corporation

or other entity or may be cancelled.



   (h) When a corporation has been converted to another entity

or business form pursuant to this section, the other entity or business form

shall, for all purposes of the laws of the state of Rhode Island, be deemed to

be the same entity as the corporation. When any conversion shall have become

effective under this section, for all purposes of the laws of the state of

Rhode Island, all of the rights, privileges and powers of the corporation that

has converted, and all property, real, personal and mixed, and all debts due to

such corporation, as well as all other things and causes of action belonging to

such corporation, shall remain vested in the other entity or business form to

which such corporation has converted and shall be the property of such other

entity or business form, and the title to any real property vested by deed or

otherwise in such corporation shall not revert to such corporation or be in any

way impaired by reason of this chapter; but all rights of creditors and all

liens upon any property of such corporation shall be preserved unimpaired, and

all debts, liabilities and duties of the corporation that has converted shall

remain attached to the other entity or business form to which such corporation

has converted, 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 its capacity as such other entity or business form. The rights, privileges,

powers and interest in property of the corporation that has converted, as well

as the debts, liabilities and duties of such corporation, shall not be deemed,

as a consequence of the conversion, to have been transferred to the other

entity or business form to which such corporation has converted for any

purposes of the laws of the state of Rhode Island.



   (i) No vote of stockholders of a corporation shall be

necessary to authorize a conversion if no shares of the stock of such

corporation shall have been issued prior to the adopting by the board of

directors of the resolution approving the conversion.



History of Section.

(P.L. 2007, ch. 94, § 2; P.L. 2007, ch. 112, § 2; P.L. 2011, ch. 77,

§ 2; P.L. 2011, ch. 82, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015,

ch. 88, § 1.)