(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.

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Terms Used In Rhode Island General Laws 7-1.2-1008

  • Articles of incorporation: means the original or restated articles of incorporation and all of their amendments including agreements of merger. See Rhode Island General Laws 7-1.2-106
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Docket: A log containing brief entries of court proceedings.
  • domestic corporation: means a corporation for profit subject to the provisions of this chapter, except a foreign corporation. See Rhode Island General Laws 7-1.2-106
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-1.2-106
  • Filing: means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-1.2-106
  • Foreign corporation: means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter. See Rhode Island General Laws 7-1.2-106
  • in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
  • 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.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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.
  • Person: means an individual or an entity. See Rhode Island General Laws 7-1.2-106
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • real estate: may be construed to include lands, tenements, and hereditaments and rights thereto and interests therein. See Rhode Island General Laws 43-3-10
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Rhode Island General Laws 7-1.2-106
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106

(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, 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 effected 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; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.