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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156D BUSINESS CORPORATIONS
  • Section 9.53 Articles of entity conversion

Section 9.53. ARTICLES OF ENTITY CONVERSION

(a) After the conversion of a domestic business corporation to a domestic other entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall:

(1) set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the surviving entity;

(2) state the type of other entity that the surviving entity will be;

(3) set forth a statement that the plan of entity conversion was duly approved by the shareholders and if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization;

(4) if the surviving entity is a filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached a public organic document, except that, in either case, provisions that would not be required to be included in a restated public organic document may be omitted;

(b) After the conversion of a domestic other entity to a domestic business corporation has been adopted and approved as required by the organic laws of the other entity, articles of entity conversion shall be executed on behalf of the other entity by any officer or other duly authorized representative. The articles shall:

(1) set forth the name of the other entity immediately before the filing of the articles of entity conversion and the name to which the name of the other entity is to be changed, which shall be a name that satisfies the requirements of section 4.01;

(2) set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the other entity;

(3) either contain all of the provisions that subsection (a) of section 2. 02 requires to be set forth in articles of organization and any other desired provisions that section 2.02 subsection (b) of permits to be included in articles of organization, or have attached articles of organization, except that, in either case, provisions that would not be required to be included in restated articles of organization of a domestic business corporation may be omitted.

(c) After the conversion of a foreign other entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign other entity by any officer or other duly authorized representative. The articles shall:

(1) set forth the name of the other entity immediately before the filing of the articles of entity conversion and the name to which the name of the other entity is to be changed, which shall be a name that satisfies the requirements of section 4.01;

(2) set forth the jurisdiction under the laws of which the other entity was organized immediately before the filing of the articles of entity conversion and the date on which the other entity was organized in that jurisdiction;

(3) set forth a statement that the conversion of the other entity was duly approved in the manner required by its organic law; and

(4) either contain all of the provisions that subsection (a) of section 2. 02 requires to be set forth in articles of organization and any other desired provisions that subsection (b) of section 2.02 permits to be included in articles of organizations, or have attached articles of organization, except that, in either case, provisions that would not be required to be included in restated articles of organization of a domestic business corporation may be omitted.

(d) The articles of entity conversion shall be delivered to the secretary of state for filing, and shall take effect at the effective time provided in section 1.23.

(e) The corporation shall file a copy of the articles of entity conversion certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of the corporation is situated. The entity conversion shall be valid and effective in accordance with the terms of the plan of entity conversion and the articles of entity conversion delivered to the secretary of state pursuant to subsection (d) of section 9.53, notwithstanding any failure to make the filing.

(f) If the converting entity is a foreign other entity that is authorized to transact business in the commonwealth under a provision of law similar to PART 15, its authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion.