§ 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.

History of Section. (P.L. 1999, ch. 233, § 1; P.L. 2006, ch. 163, § 2; P.L. 2006, ch. 188, § 2; P.L. 2007, ch. 94, § 4; P.L. 2007, ch. 112, § 4; P.L. 2018, ch. 346, § 15.)