Conversion of other entities to a domestic corporation.
R.I. Gen. Laws § 7-1.2-1007
in effect7-1.2-1007. Conversion of other entities to a domestic corporation.
(a) As used in this section, the term “other entity” means 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) Any other entity may convert to a corporation of this state by complying with subsection
(h) of this section and filing in the office of the secretary of state:
(1) A certificate of conversion to corporation that has been executed in accordance with
subsection (i) of this section and filed in accordance with § 7-1.2-105; and
(2) Articles of incorporation that have been executed, acknowledged and filed in accordance
with § 7-1.2-105.
(c) The certificate of conversion to corporation shall state:
(1) The date on which and jurisdiction where the other entity was first created, incorporated,
formed or otherwise came into being and, if it has changed, its jurisdiction immediately
prior to its conversion to a domestic corporation;
(2) The name and type of the other entity immediately prior to the filing of the certificate
of conversion to corporation; and
(3) The name of the corporation as set forth in its articles of incorporation filed in
accordance with subsection (b) of this section.
(d) Upon the effective time of the certificate of conversion to corporation and the articles
of incorporation, the other entity shall be converted to a corporation of this state
and the corporation shall thereafter be subject to all of the provisions of this title,
except that notwithstanding § 7-1.2-105(d) the existence of the corporation 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, incorporated or otherwise came into being.
(e) The conversion of any other entity to a corporation of this state shall not be deemed
to affect any obligations or liabilities of the other entity incurred prior to its
conversion to a corporation of this state or the personal liability of any person
incurred prior to such conversion.
(f) When an other entity has been converted to a corporation of this state pursuant to
this section, the corporation of this state shall, for all purposes of the laws of
the state of Rhode Island, be deemed to be the same entity as the converting other
entity. 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 such other entity, shall remain vested in the domestic corporation
to which such other entity has converted and shall be the property of such domestic
corporation and that title to any real property vested by deed or otherwise in such
other entity shall not revert to such other entity 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 remain attached to the corporation of
this state to which such other entity has converted, and may be enforced against it
to the same extent as if said debts, liabilities and duties had originally been incurred
or contracted by it in its capacity as a corporation of this state. The rights, privileges,
powers and interests in property of the other entity, as well as the debts, liabilities
and duties of the other entity, shall not be deemed, as a consequence of the conversion,
to have been transferred to the domestic corporation to which such other entity has
converted for any purpose of the laws of the state of Rhode Island.
(g) Unless otherwise agreed for all purposes of the laws of the state of Rhode Island
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
such other entity and shall constitute a continuation of the existence of the converting
other entity in the form of a corporation of this state.
(h) Prior to filing a certificate of conversion to corporation 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 articles of incorporation shall be approved by the same authorization
required to approve the conversion.
(i) The certificate of conversion to corporation shall be signed by any person who is
authorized to sign the certificate of conversion to corporation on behalf of the other
entity.
(j) In connection with a conversion hereunder, rights or securities of, or interests in,
the other entity which is to be converted to a corporation of this state may be exchanged
for or converted into cash, property, or shares of stock, rights or securities of
such corporation of this state or, in addition to or in lieu thereof, may be exchanged
for or converted into cash, property, or shares of stock, rights or securities of
or interests in another domestic corporation or other entity or may be cancelled.
P.L. 2007, ch. 94, § 2; P.L. 2007, ch. 112, § 2.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-10/7-1.2-1007.htmFetched: 10/20/2026