New Hampshire Revised Statutes 304-C:149 – Statutory Conversions of Other Business Entities to Limited Liability Companies
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I. Any other business entity may make a statutory conversion of its business organization form to the limited liability company business organization form under this act by complying with the requirements of this section and with applicable law governing the other business entity.
II. Each other business entity that proposes to make a statutory conversion of its business organization form to the limited liability company business organization form shall approve a plan of statutory conversion in the manner and by the vote required by the laws applicable to that other business entity.
III. The plan of statutory conversion of a converting business entity that is making a statutory conversion of its business organization form to the limited liability company business organization form shall set forth the terms and conditions of the conversion of the shares of stock of a corporation, the partnership, interests of a partnership or a limited partnership or other ownership interests in the converting business entity, as the case may be, into membership rights in the limited liability company.
IV. A converting business entity making a statutory conversion under this section shall file with the secretary of state:
(a) A certificate of statutory conversion to a limited liability company; and
(b) A certificate of formation that complies with the requirements of N.H. Rev. Stat. § 304-C:31.
V. A certificate of statutory conversion under subparagraph IV(a) shall state:
(a) The date on which and the jurisdiction in which the converting business entity was first created, formed, or incorporated, or otherwise came into being and, if this jurisdiction has changed, the jurisdiction immediately before the converting business entity’s statutory conversion under this subdivision.
(b) The name of the converting business entity immediately before the filing of its certificate of statutory conversion under paragraph IV(a).
(c) The name of the limited liability company as set forth in its certificate of formation filed in accordance with N.H. Rev. Stat. § 304-C:31.
(d) If the converting business entity is a corporation:
(1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and
(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group is sufficient for approval by that voting group.
(e) That the plan of statutory conversion of the converting business entity is on file at the principal place of business of that entity after its statutory conversion and the address of that principal place of business.
(f) That a copy of the plan of statutory conversion will be furnished by the converting business entity as the limited liability company, on request and without cost, to any shareholder, limited partner, general partner, or other equity interest holder of the converting business entity.
VI. A statutory conversion of the business organization form of an other business entity to the limited liability company form takes effect upon the effective date and time of the certificate of formation under subparagraph IV(b).
VII. On the effective date of a statutory conversion under this subdivision, the business organization form of the converting business entity shall be converted to the limited liability company business organization form, and the converting business entity as a limited liability company shall thereafter be subject to all of the provisions of this act.
VIII. Except as provided in paragraph VII:
(a) The rights, privileges, immunities, and powers of the converting business entity after its statutory conversion shall be the same as before the statutory conversion.
(b) All property, real, personal, and mixed, and all debts due on whatever account, and all other related claims, and all and every other interest of or belonging to or due to the converting business entity before its statutory conversion shall remain vested in the converting business entity after the statutory conversion.
(c) The title to all real estate and other interests therein vested in the converting business entity after its statutory conversion shall not revert or be in any way impaired by reason of the conversion.
(d) The converting business entity shall, after its statutory conversion, be liable for all liabilities and obligations of converting business entity before the statutory conversion. Any claim existing or action or proceeding pending by or against the converting business entity before its statutory conversion may be prosecuted as if the statutory conversion had not taken place, or the converting business entity as a limited liability company may be substituted in the action.
(e) Neither the rights of creditors nor any liens on the property of the converting business entity shall be impaired by reason of its statutory conversion.
(f) The interests or shares of the converting business entity that are to be converted into membership rights of the entity as a limited liability company under the terms of the plan of statutory conversion shall be so converted, and the former holders of these interests shall be entitled only to the membership rights in the converting business entity as a limited liability company as provided in the plan of statutory conversion.
II. Each other business entity that proposes to make a statutory conversion of its business organization form to the limited liability company business organization form shall approve a plan of statutory conversion in the manner and by the vote required by the laws applicable to that other business entity.
Terms Used In New Hampshire Revised Statutes 304-C:149
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- real estate: shall include lands, tenements, and hereditaments, and all rights thereto and interests therein. See New Hampshire Revised Statutes 21:21
- state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
III. The plan of statutory conversion of a converting business entity that is making a statutory conversion of its business organization form to the limited liability company business organization form shall set forth the terms and conditions of the conversion of the shares of stock of a corporation, the partnership, interests of a partnership or a limited partnership or other ownership interests in the converting business entity, as the case may be, into membership rights in the limited liability company.
IV. A converting business entity making a statutory conversion under this section shall file with the secretary of state:
(a) A certificate of statutory conversion to a limited liability company; and
(b) A certificate of formation that complies with the requirements of N.H. Rev. Stat. § 304-C:31.
V. A certificate of statutory conversion under subparagraph IV(a) shall state:
(a) The date on which and the jurisdiction in which the converting business entity was first created, formed, or incorporated, or otherwise came into being and, if this jurisdiction has changed, the jurisdiction immediately before the converting business entity’s statutory conversion under this subdivision.
(b) The name of the converting business entity immediately before the filing of its certificate of statutory conversion under paragraph IV(a).
(c) The name of the limited liability company as set forth in its certificate of formation filed in accordance with N.H. Rev. Stat. § 304-C:31.
(d) If the converting business entity is a corporation:
(1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and
(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group is sufficient for approval by that voting group.
(e) That the plan of statutory conversion of the converting business entity is on file at the principal place of business of that entity after its statutory conversion and the address of that principal place of business.
(f) That a copy of the plan of statutory conversion will be furnished by the converting business entity as the limited liability company, on request and without cost, to any shareholder, limited partner, general partner, or other equity interest holder of the converting business entity.
VI. A statutory conversion of the business organization form of an other business entity to the limited liability company form takes effect upon the effective date and time of the certificate of formation under subparagraph IV(b).
VII. On the effective date of a statutory conversion under this subdivision, the business organization form of the converting business entity shall be converted to the limited liability company business organization form, and the converting business entity as a limited liability company shall thereafter be subject to all of the provisions of this act.
VIII. Except as provided in paragraph VII:
(a) The rights, privileges, immunities, and powers of the converting business entity after its statutory conversion shall be the same as before the statutory conversion.
(b) All property, real, personal, and mixed, and all debts due on whatever account, and all other related claims, and all and every other interest of or belonging to or due to the converting business entity before its statutory conversion shall remain vested in the converting business entity after the statutory conversion.
(c) The title to all real estate and other interests therein vested in the converting business entity after its statutory conversion shall not revert or be in any way impaired by reason of the conversion.
(d) The converting business entity shall, after its statutory conversion, be liable for all liabilities and obligations of converting business entity before the statutory conversion. Any claim existing or action or proceeding pending by or against the converting business entity before its statutory conversion may be prosecuted as if the statutory conversion had not taken place, or the converting business entity as a limited liability company may be substituted in the action.
(e) Neither the rights of creditors nor any liens on the property of the converting business entity shall be impaired by reason of its statutory conversion.
(f) The interests or shares of the converting business entity that are to be converted into membership rights of the entity as a limited liability company under the terms of the plan of statutory conversion shall be so converted, and the former holders of these interests shall be entitled only to the membership rights in the converting business entity as a limited liability company as provided in the plan of statutory conversion.