Chapter 082
2011 -- S 0715 AS AMENDED
Enacted 06/20/11
A N A C T
RELATING TO
CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS - RHODE ISLAND BUSINESS CORPORATION
Introduced By: Senator Elizabeth A. Crowley
Date Introduced: March 23, 2011
It is enacted by the
General Assembly as follows:
SECTION 1. Section 7-1.2-1008 of the General Laws in Chapter
7-1.2 entitled "Rhode
Island Business Corporation
Act" is hereby amended to read as follows:
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 which 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
upon payment of all fees and franchise taxes by the
corporation, as evidenced by an appropriate
certificate of good standing, the corporation shall file with the secretary of state a certificate
of
conversion executed in accordance with § 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 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
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
certified mail, return receipt requested, directed to such
corporation that has converted out of the
state of
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
effective date or time of the certificate of conversion 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
this section and the resulting cessation of its existence
as a corporation of this state pursuant to a
certificate of conversion to
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 which 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
have become effective under this section, for all purposes
of the laws of the state of
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
(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.
SECTION 2. Section 7-16-8 of the General Laws in Chapter
7-16 entitled "The Rhode
Island Limited Liability
Company Act" is hereby amended to read as follows:
7-16-8.
Filing. -- (a) The
secretary of state may not accept for filing any document under
this chapter which does not conform with law.
(b) The secretary of
state may not accept for filing any organizational document,
qualification, registration, change of resident agent report,
service of process, notice or other
document until all required filing and other fees have been
paid to the secretary of state.
(c) The secretary of
state may not accept for filing any article of dissolution, cancellation
of registration, article of merger, unless the surviving
entity is a domestic entity of record with the
office of the secretary of state, or the reinstatement of a
limited liability company's certificate of
organization or registration until all required filing and other
fees have been paid to the secretary
of state and all fees and franchise taxes have been
paid.
(d) The secretary of
state may not accept for filing a certificate of conversion to a non-
and all fees and franchise taxes have been paid.
(d)(e) When
the secretary of state accepts the articles of organization or any other
document, the secretary of state shall:
(1) Endorse on the
document the date and time of its acceptance for filing;
(2) Promptly file the
document; and
(3) Issue a certificate
or other evidence which establishes:
(i)
That the document was accepted for filing by the secretary of state; and
(ii) The date and time
of the acceptance for filing.
(e)(f)
The document becomes effective upon the issuance of the certificate or other
evidence or at any later date that is set forth within the
document, not more than thirty (30) days
after the filing of such document.
SECTION 3. This act shall take effect upon passage.
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LC01485
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