Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-48.3. Conversion of a domestic nonprofit corporation to other entities.

(a) A nonprofit corporation of this state may, upon the authorization of a conversion in accordance with this section, convert to a limited liability company, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business or entity, including a partnership (whether general or limited, including a registered limited liability partnership) or a foreign corporation.

(b) If the members of the converting corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution, specifying the type of entity into which the corporation shall be converted, the terms and conditions of the conversion, and recommending the approval of such conversion by directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed conversion shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The conversion shall be adopted upon receiving at least a majority of the votes that members present at each meeting or represented by proxy are entitled to cast.

(c) If any converting corporation has no members, or no members entitled to vote on it, a resolution for conversion shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(d) The corporation shall file with the secretary of state a certificate of conversion to non-Rhode Island entity, executed by its president and vice president and by its secretary or an assistant secretary, that certifies:

(1) The name of the corporation, and if it has been changed, the name under which it was originally incorporated;

(2) The date of filing of its original articles of incorporation with the secretary of state;

(3) The name and jurisdiction of the entity and type of entity to which the corporation shall be converted;

(4) That the conversion has been approved in accordance with the provisions of this section;

(5) The agreement of the corporation that it may be served with process in the state of Rhode Island in any action, suit, or proceeding for enforcement of any obligation of the corporation arising while it was a corporation of this state, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding; and

(6) The address to which a copy of the process referred to in subsection (d)(5) of this section shall be mailed to it by the secretary of state. In the event of service upon the secretary of state in accordance with subsection (d)(5) of this section, the secretary of state shall forthwith notify the corporation that has converted out of the state of Rhode Island by letter, certified mail, return receipt requested, directed to the corporation that has converted out of the state of Rhode Island at the address so specified, unless the corporation shall have designated in writing to the secretary of state a different address for this purpose, in which case it shall be mailed to the last address designated. The letter shall enclose a copy of the process and any other papers served on the secretary of state pursuant to this subsection. It shall be the duty of the plaintiff in the event of service to serve process and any other papers in duplicate; to notify the secretary of state that service is being effected pursuant to this subsection; and to pay the secretary of state the sum of fifteen dollars ($15.00) for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any service setting forth the name of the plaintiff and the defendant; the title, docket number, and nature of the proceeding in which process has been served; the fact that service has been effected pursuant to this subsection; the return date thereof; and the day and hour service was made. The secretary of state shall not be required to retain such information longer than five (5) years from receipt of the service of process.

(e) Upon the filing in the office of the secretary of state of a certificate of conversion to non-Rhode Island entity in accordance with subsection (d) of this section, or upon the future effective date or time of the certificate of conversion to non-Rhode Island entity and payment to the secretary of state of all fees prescribed under this title, the secretary of state shall certify that the corporation has filed all documents and paid all fees required by this title, and thereupon the corporation shall cease to exist as a corporation of this state at the time the certificate of conversion becomes effective. The certificate of the secretary of state shall be prima facie evidence of the conversion by the corporation out of the state.

(f) The conversion of a corporation out of the state in accordance with this section and the resulting cessation of its existence as a corporation of this state pursuant to a certificate of conversion to non-Rhode Island entity shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to such conversion.

(g) Unless otherwise provided in a resolution of conversion adopted in accordance with this section, the converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of such corporation.

(h) When a corporation has been converted to another entity or business form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the state, be deemed to be the same entity as the corporation. When any conversion shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges, and powers of the corporation that has converted, and all property, real, personal, and mixed, and all debts due to the corporation, as well as all other things and causes of action belonging to the corporation, shall remain vested in the other entity or business form to which the corporation has converted and shall be the property of the other entity or business form, and the title to any real property vested by deed or otherwise in the corporation shall not revert to the corporation or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of the corporation shall be preserved unimpaired, and all debts, liabilities, and duties of the corporation that has converted shall remain attached to the other entity or business form to which the corporation has converted, and may be enforced against it to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as the other entity or business form. The rights, privileges, powers, and interest in property of the corporation that has converted, as well as the debts, liabilities, and duties of the corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted for any purposes of the laws of the state.