§ 1603. Action on plan of conversion by converting mutual benefit enterprise
§ 1603. Action on plan of conversion by converting mutual benefit enterprise (a) For a mutual benefit enterprise to convert to another entity, a plan of conversion shall be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors shall call […]
§ 1604. Filings required for conversion; effective date
§ 1604. Filings required for conversion; effective date (a) After a plan of conversion is approved: (1) a converting mutual benefit enterprise shall deliver to the Secretary of State for filing articles of conversion, which shall include: (A) a statement that the mutual benefit enterprise has been converted into another entity; (B) the name and […]
§ 1605. Effect of conversion
§ 1605. Effect of conversion (a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other […]
§ 1606. Merger
§ 1606. Merger (a) One or more mutual benefit enterprises may merge with one or more other entities pursuant to this article and a plan of merger if: (1) the governing statute of each of the other entities authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted […]
§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise
§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise (a) For a mutual benefit enterprise to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the enterprise’s organic rules. (b) The board […]
§ 1608. Approval or abandonment of merger by members
§ 1608. Approval or abandonment of merger by members (a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by: (1) at least two-thirds of the voting power of members present at a members’ meeting called under subsection 1607(b) of this title; and (2) if the mutual benefit […]
§ 1405. Noncomplying name of foreign enterprise
§ 1405. Noncomplying name of foreign enterprise (a) A foreign enterprise whose name does not comply with section 111 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternative name that complies with section 111. A foreign enterprise that adopts an […]
§ 1406. Revocation of certificate of authority
§ 1406. Revocation of certificate of authority (a) A certificate of authority may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if the foreign enterprise does not: (1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the […]
§ 1407. Cancellation of certificate of authority; effect of failure to have certificate
§ 1407. Cancellation of certificate of authority; effect of failure to have certificate (a) To cancel its certificate of authority, a foreign enterprise shall deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 203 of this title. (b)(1) A foreign enterprise […]
§ 1408. Action by Attorney General
§ 1408. Action by Attorney General The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 1407 of this title and to restrain a foreign enterprise from transacting business in this State in violation of this chapter. (Added 2011, No. 84 (Adj. Sess.), […]