Title 47, CORPORATIONS

The articles of charter surrender shall be delivered by the corporation to the Office of the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in §§ 47-1A-123 and 47-1A-123.1 . Source: SL 2005, ch 239 , § 208.

Whenever a domestic business corporation has adopted and approved, in the manner required by §§ 47-1A-920 to 47-1A-925.1 , inclusive, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be execute…

When a domestication 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 corporation remain the liabilities of the corporation; …

When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to: (1) Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareh…

The owner liability of a shareholder in a foreign corporation that is domesticated in this state is as follows: (1) The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effectiv…

A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in this state has owner liability only for those debts, obligations, or liabilities of the corporation that arise aft…

Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by §§ 47-1A-920 to 47-1A-925 , inclusive, and at any time before the domestication has become effective, it may be abandoned by the bo…

If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the Office of the Secretary of State, a statement that the domestication has been abandon…

A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. Source: SL 2005, ch 239 , § 215.

A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. Source: SL 2005, ch 239 , § 216.

A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effect…

A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction. Source: SL 2005, ch 239 , § 218.

If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic business corporation before July 1, 2005, applies to a merger of the corporation and the docume…

Terms used in §§ 47-1A-950 to 47-1A-956 , inclusive, mean: (1) "Converting entity," the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation; (2) …

A plan of entity conversion must include: (1) A statement of the type of other entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization; (2) The terms and conditions of the conversion; (3) The manner and basis of converting t…

The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion. However, subsequent to approval of the plan by the shareholders, the plan may not be amended to change: (1) The amount or kind of shares or other…

Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §§ 47-1A-120.1 to 47-1A-120.3 , inclusive. Source: SL 2005, ch 239 , § 223.

In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity: (1) The plan of entity conversion must be adopted by the board of directors; (2) After adopting the plan of entity conversion, the board of directors shall submi…

After the conversion of a domestic business corporation to a domestic unincorporated 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 representati…

After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any off…

After the conversion of a foreign unincorporated 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 unincorporated entity by any officer or oth…

The articles of entity conversion shall be delivered to the Office of the Secretary of State for filing, and shall take effect at the effective time provided in §§ 47-1A-123 and 47-1A-123.1 . Articles of entity conversion filed under § 47-1A-953 or 47-1A-953.1 may be combined wit…

Whenever a domestic business corporation has adopted and approved, in the manner required by §§ 47-1A-950 to 47-1A-956 , inclusive, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be…

When a conversion under §§ 47-1A-950 to 47-1A-956 , 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 co…

When a conversion of a domestic business corporation to a foreign other entity becomes effective, the surviving entity is deemed to: (1) Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exer…

Any shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the surviving entity is personally liable only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the artic…

The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation is as follows: (1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liabilit…

Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by §§ 47-1A-950 to 47-1A-956 , inclusive, and at any time before the entity conversion has become effective, it may be abandoned b…

Any cooperative may convert itself into a business corporation by adopting an amendment to its articles by which it elects to become subject to chapter 47-1A , together with changes in its articles required by the chapter and other desirable changes permitted by the chapter. Such…