Rhode Island General Laws 7-12.1-1145. Statement of conversion — Effective date of conversion
(a) A statement of conversion must be signed by the converting entity and filed with the secretary of state.
Terms Used In Rhode Island General Laws 7-12.1-1145
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Conversion: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
- Converted entity: means the converting entity as it continues in existence after a conversion. See Rhode Island General Laws 7-12.1-1101
- Converting entity: means the domestic entity that approves a plan of conversion pursuant to Rhode Island General Laws 7-12.1-1101
- Filing entity: means an entity whose formation requires the filing of a public organic record. See Rhode Island General Laws 7-12.1-1101
- 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.
- Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-12.1-102
- Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101
- 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.
- Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
- Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-12.1-1101
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-12.1-102
- Statement of conversion: means a statement under Rhode Island General Laws 7-12.1-1101
- Type of entity: means a generic form of entity:
(i) Recognized at common law; or
(ii) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-12.1-1101
(b) A statement of conversion must contain:
(1) The name, jurisdiction of formation, and type of entity of the converting entity;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) If the converting entity is a domestic partnership, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(4) If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(5) If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment.
(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e) If the converted entity is a domestic partnership, the conversion becomes effective when the statement of conversion is effective. In all other cases, the conversion becomes effective on the later of:
(1) The date and time provided by the organic law of the converted entity; and
(2) When the statement is effective.
History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.