§ 7-16-5.1. Conversion of certain entities to a limited liability company.
(a) As used in this section, the term "other entity� means a corporation, a business trust,
or association, a real estate investment trust, a common-law trust, a sole proprietorship
or any other unincorporated business, or entity including a partnership, whether general
or limited, (including a registered limited liability partnership) or a foreign limited
liability company.
(b) Any other entity may convert to a domestic limited liability company by complying
with subsection (h) of this section and filing in the office of the secretary of state
in accordance with § 7-16-8 articles of organization that comply with § 7-16-6 and have been executed by one or more authorized persons in accordance with § 7-16-7, accompanied by a certificate of conversion to a limited liability company duly executed
by one or more persons authorized to act on behalf of the other entity and one or
more persons authorized to sign a certificate of conversion on behalf of the limited
liability company.
(c) The certificate of conversion to limited liability company shall state:
(1) The date on which and jurisdiction where the other entity was first created, formed,
or otherwise came into being and, if it has changed, its jurisdiction immediately
prior to its conversion to a domestic limited liability company;
(2) The name of the other entity immediately prior to the filing of the certificate of
conversion to limited liability company;
(3) The name of the limited liability company as set forth in its articles of organization
filed in accordance with subsection (b) of this section; and
(4) The future effective date or time (which is a date or time certain) of the conversion
to a limited liability company if it is not to be effective upon the filing of the
certificate of conversion to limited liability company and the articles of organization.
(d) Upon the filing in the office of the secretary of state of the certificate of conversion
to limited liability company and the articles of organization or upon the future effective
date or time of the certificate of conversion to a limited liability company and the
articles of organization, the other entity shall be converted into a domestic limited
liability company and the limited liability company shall thereafter be subject to
all of the provisions of this chapter, except that, notwithstanding § 7-16-5, the existence of the limited liability company shall be deemed to have commenced
on the date the other entity commenced its existence in the jurisdiction in which
the other entity was first created, formed, or otherwise came into being.
(e) The conversion of any other entity into a domestic limited liability company shall
not be deemed to affect any obligations or liabilities of the other entity incurred
prior to its conversion to a domestic limited liability company or the personal liability
of any person incurred prior to the conversion.
(f) When any conversion shall have become effective under this section, for all purposes
of the laws of the state of Rhode Island, all of the rights, privileges, and powers
of the other entity that has converted, and all property, real, personal, and mixed,
and all debts due to such other entity, as well as all other things and causes of
action belonging to the other entity, shall be vested in the domestic limited liability
company and shall thereafter be the property of the domestic limited liability company
as they were of the other entity that has converted, and the title to any real property
vested by deed or otherwise in the other 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 entity shall be preserved unimpaired, and all debts, liabilities,
and duties of the other entity that has converted shall thenceforth attach to the
domestic limited liability company and may be enforced against it to the same extent
as if those debts, liabilities, and duties had been incurred or contracted by it.
(g) Unless otherwise agreed, or as required under applicable non-Rhode Island law, the
converting other 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 the other entity and shall constitute a continuation of the existence
of the converting other entity in the form of a domestic limited liability company.
(h) Prior to filing a certificate of conversion to limited liability company with the
office of 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 entity and the conduct of its business
or by applicable law, as appropriate, and a limited liability company agreement shall
be approved by the same authorization required to approve the conversion.
(i) In connection with a conversion hereunder, rights or securities of or interests in
the other entity that is to be converted to a domestic limited liability company may
be exchanged for or converted into cash, property, or rights or securities of or interests
in such domestic limited liability company or, in addition to or in lieu thereof,
may be exchanged for or converted into cash, property, or rights or securities of
or interests in another domestic limited liability company or other entity or may
be cancelled.
(j) The provisions of this section shall not be construed to limit the accomplishment
of a change in the law governing, or the domicile of, an other entity to the state
of Rhode Island by any other means provided for in a limited liability company agreement
or other agreement or as otherwise permitted by law, including by the amendment of
a limited liability company agreement or other agreement.