47-25A-20. Plan of nonprofit conversion. (a) The plan of nonprofit conversion must be adopted by the shareholders. The plan for nonprofit conversion must include:
(1) The terms and conditions of the conversion;
(2) The manner and basis of reclassifying the shareholders in the corporation;
(3) Any desired amendments to the articles of incorporation or bylaws of the corporation following its conversion;
(4) The articles of incorporation to be in effect immediately following the conversion; and
(5) Any of the terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
The plan for nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion.
(b) After the plan for nonprofit conversion is authorized, the articles of conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative.
The articles shall set forth:
(1) The name of the corporation immediately before the filing of the articles of conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § § 47-22-7 and 47-22-8.1;
(2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of conversion and the date the corporation was incorporated; and
(3) A statement that the conversion of the corporation in this state was duly authorized as required by the laws of this state.
(c) The articles of conversion shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in § 47-22-6 and any other desired provisions permitted to be included. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domestic business corporation must be included.
(d) The articles of nonprofit conversion must be delivered to the Office of the Secretary of State for filing.
Source: SL 2016, ch 221, § 35.
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