47-25A-1. Definitions. Terms used in this chapter, mean: (1)”Conversion,” a transaction authorized by §§47-25A-8 to 47-25A-22, inclusive; (2)”Converting corporation,” the domestic or foreign nonprofit or business corporation that approves a conversion pursuant to §§47-25A-8 to 47-25A-22, inclusive, or the applicable laws of the foreign jurisdiction; (3)”Converting entity,” the domestic or foreign entity that approves a […]
47-25A-10. Articles of for-profit conversion. (a) Articles of for-profit conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative. The articles must set forth: (1)If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit […]
47-25A-11. Effect of for-profit conversion–Liability of member of domestic nonprofit corporation that converts to domestic business corporation. (a) Except as otherwise prohibited by law, when a conversion of a domestic nonprofit corporation to a domestic or foreign business corporation becomes effective: (1)The title to all real and personal property, both tangible and intangible, of the […]
47-25A-12. Abandonment of for-profit conversion. (a) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action by the members. (b) If […]
47-25A-13. Foreign for-profit domestication and conversion. A foreign business corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the laws of the foreign jurisdiction. Source: SL 2016, ch 221, §28.
47-25A-14. Articles of domestication and conversion. (a) After the conversion of a foreign business corporation to a domestic nonprofit corporation is authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be signed by any officer or other duly authorized representative. The articles shall set forth: (1)The name of […]
47-25A-15. Effect of foreign for-profit domestication and conversion–Liability of shareholder. (a) When a domestication and conversion of a foreign business corporation to a domestic nonprofit corporation becomes effective: (1)The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2)The liabilities of the […]
47-25A-16. Abandonment of foreign for-profit domestication and conversion. If the domestication and conversion of a foreign business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the Office of the Secretary of State, a statement that the […]
47-25A-17. Effect of conversion. (a) Except as otherwise prohibited by law, when a conversion under sections §§47-25A-13 to 47-25A-22, inclusive, becomes effective: (1)The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment; (2)The liabilities of the converting entity remain the […]
47-25A-18. Abandonment of entity conversion. (a) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan is adopted and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the members. (b) If an entity conversion […]
47-25A-19. Conversion of domestic business corporation to domestic nonprofit corporation. A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion only if incorporating pursuant to this chapter is not prohibited by any other law of this state. If the law of a domestic business corporation does not provide […]
47-25A-2. Required approvals. If a domestic or foreign nonprofit corporation may not be a party to a merger or sale of its assets without the approval of the attorney general, the Division of Insurance, or the Public Utilities Commission, the corporation may not be a party to a conversion or domestication without the prior approval […]
47-25A-20. Plan of nonprofit conversion. (a) The plan of nonprofit conversion must be adopted by the shareholders. The plan for nonprofit conversion must include: (1)The terms and conditions of the conversion; (2)The manner and basis of reclassifying the shareholders in the corporation; (3)Any desired amendments to the articles of incorporation or bylaws of the corporation […]
47-25A-21. Effect of conversion of domestic business corporation to domestic nonprofit corporation. (a) When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective: (1)The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2)The liabilities of the […]
47-25A-22. Abandonment of conversion of domestic business corporation to domestic nonprofit corporation. If the conversion of a domestic business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of this state after articles of conversion have been filed with the Office of the Secretary of State, a statement that the conversion […]
47-25A-3. Domestication–Plan of domestication. (a) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the domestication is authorized by the laws of the foreign jurisdiction. (b) A domestic nonprofit corporation may become a foreign nonprofit corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the […]
47-25A-4. Domestication of a domestic nonprofit corporation in a foreign jurisdiction. In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction: (1)The plan of domestication must be adopted by the board of directors; (2)After adopting the plan of domestication the board of directors must submit the plan to the members […]
47-25A-5. Articles of domestication. (a) Articles of domestication must be signed on behalf of the domesticating corporation by any officer or other duly authorized representative. The articles of domestication must set forth: (1)The name and jurisdiction of incorporation of the domesticating corporation; (2)The name and jurisdiction of incorporation of the domesticated entity; and (3)If the […]
47-25A-6. Effect of domestication–Liability of member of foreign nonprofit corporation domesticated in this state. (a) Except as otherwise prohibited by law, when a domestication becomes effective: (1)The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment; (2)The liabilities of the […]
47-25A-7. Abandonment of domestication. (a) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the members. (b) If a domestication is […]
