New Hampshire § 293-B-23 - Section 293-B:23 Conversion of Other Business Entities to a New Hampshire Investment Trust.

§ 293-B-23. Section 293-B:23 Conversion of Other Business Entities to a New Hampshire Investment Trust.

I. Any other business entity, including, without limitation, a statutory trust, a limited partnership, or a limited liability partnership, formed or organized or existing under the laws of this state or any other state or the United States or any foreign country or other foreign jurisdiction may convert to a New Hampshire investment trust by complying with paragraph VII of this section and filing with the secretary of state in accordance with RSA 293-B:14: (a) A certificate of conversion to New Hampshire investment trust that has been executed by the trustees in accordance with RSA 293-B:13; and (b) A certificate of trust that complies with RSA 293-B:12 and has been executed by the trustees in accordance with RSA 293-B:13. II. The certificate of conversion to New Hampshire investment trust shall state: (a) The date on which and jurisdiction where the other business entity was first formed or organized or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a New Hampshire investment trust; (b) The name of the other business entity immediately prior to the filing of the certificate of conversion to New Hampshire investment trust; (c) The name of the New Hampshire investment trust as set forth in its certificate of trust filed in accordance with paragraph I of this section; and (d) The future effective date or time, which shall be a date or time certain, of the conversion to a New Hampshire investment trust if it is not to be effective upon the filing of the certificate of conversion to New Hampshire investment trust and the certificate of trust. III. Upon the filing with the secretary of state of the certificate of conversion to New Hampshire investment trust and the certificate of trust or upon the future effective date or time of the certificate of conversion to New Hampshire investment trust and the certificate of trust, the other business entity shall be converted into a New Hampshire investment trust and the New Hampshire investment trust shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding RSA 293-B:12, II, the existence of the New Hampshire investment trust shall be deemed to have commenced on the date the other business entity commenced its existence in the jurisdiction in which the other business entity was first formed or organized or otherwise came into being. IV. The conversion of any other business entity into a New Hampshire investment trust shall not be deemed to affect any obligations or liabilities of the other business entity incurred prior to its conversion to a New Hampshire investment trust, or the personal liability of any person incurred prior to such conversion. V. When any conversion shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the other business entity that has converted, and all property, real, personal and mixed, and all debts due to such other business entity, as well as all other things and causes of action belonging to such other business entity, shall remain vested in the New Hampshire investment trust to which such other business entity has converted and shall be the property of such New Hampshire investment trust, and the title to any real property vested by deed or otherwise in such other business entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such other business entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other business entity that has converted shall remain attached to the New Hampshire investment trust to which such other business entity has converted, and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it in its capacity as a New Hampshire investment trust. The rights, privileges, powers, and interests in property of the other business entity, as well as the debts, liabilities, and duties of the other business entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the New Hampshire investment trust to which such other business entity has converted for any purpose of the laws of this state, provided that this sentence shall not limit any of the foregoing provisions of this paragraph. VI. Unless otherwise agreed, for all purposes of the laws of the state of New Hampshire, the converting other business entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other business entity and shall constitute a continuation of the existence of the converting other business entity in the form of a New Hampshire investment trust. When the other business entity has been converted to a New Hampshire investment trust pursuant to this section, the New Hampshire investment trust shall, for all purposes of the laws of this state, be deemed to be the same entity as the converting other business entity. VII. Prior to filing a certificate of conversion to New Hampshire investment trust with the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other business entity and the conduct of its business or by applicable law, as appropriate, and a governing instrument shall be approved by the same authorization required to approve the conversion. VIII. This section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, any other business entity to this state by any other means provided for in an agreement governing the internal affairs of the other business entity or as otherwise permitted by law, including by the amendment of an agreement governing the internal affairs of the other business entity. IX. In connection with a conversion hereunder, rights or securities of or interests in the other business entity which is to be converted to a New Hampshire investment trust may be exchanged for or converted into cash, property, rights or securities of, or interests in, such New Hampshire investment trust or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another New Hampshire investment trust or other business entity or may be cancelled.