New Hampshire § 293-A-950 - Section 293-A:9.50 Entity Conversion Authorized; Definitions.

§ 293-A-950. Section 293-A:9.50 Entity Conversion Authorized; Definitions.

(a) A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. If the organic law of the unincorporated entity does not provide for such a conversion, RSA 293-A:9.55 governs the effect of converting to that form of entity. (b) A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. The laws of the foreign jurisdiction governs the effect of converting to an unincorporated entity organized in that jurisdiction. (c) 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 effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and appraisal rights exercised, in accordance with the procedures in RSA 293-A:9.50 through RSA 293-A:9.56 and RSA 293-A:13.01 through RSA 293-A:13.40. Without limiting the provisions of this subsection, a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to RSA 293-A:9.50(e) and RSA 293-A:9.52(a)(7). For purposes of applying RSA 293-A:9.50 through RSA 293-A:9.56 and RSA 293-A:13.01 through RSA 293-A:13.40: (1) the unincorporated entity, its interest holders, interests and organic documents taken together, shall be deemed to be a domestic business corporation, shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and (2) if a group of persons manages the business and affairs of the unincorporated entity, whether identical or not identical to the interest holders, that group shall be deemed to be the board of directors. (d) 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. The laws of the state of New Hampshire govern the effect of conversion to a domestic business corporation pursuant to RSA 293-A:9.50 through RSA 293-A:9.56. (e) 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 signed by a domestic business corporation before the effective date of RSA 293-A:9.50 through RSA 293-A:9.56, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended subsequent to that date. (f) As used in this subdivision: (1) "Converting entity" means 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) "Surviving entity" means the corporation or unincorporated entity that is in existence immediately after consummation of an entity conversion pursuant to this subdivision.