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2019 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 293-A - New Hampshire Business Corporation Act
Section 293-A:9.51 - Plan of Entity Conversion.
Universal Citation: NH Rev Stat § 293-A:9.51 (2019)
293-A:9.51 Plan of Entity Conversion. –
(a) A plan of entity conversion must include:
(1) a statement of the type of entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2) the terms and conditions of the conversion;
(3) if the surviving entity will be an unincorporated entity the manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing;
(4) if the surviving entity will be a domestic business corporation, the manner and the basis of converting the interest in the unincorporated entity into shares of the domestic business corporation or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(5) the full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.
The plan of entity conversion may include any other provisions relating to the conversion that may be desired.
(b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders or by the holders of voting interest in an unincorporated entity the plan may not be amended to change:
(1) the amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received under the plan by the shareholders or interest holders;
(2) the organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to RSA 293-A:10.05; or
(3) any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders or the interest holders in any material respect.
(c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with RSA 293-A:1.20(j).
(a) A plan of entity conversion must include:
(1) a statement of the type of entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2) the terms and conditions of the conversion;
(3) if the surviving entity will be an unincorporated entity the manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing;
(4) if the surviving entity will be a domestic business corporation, the manner and the basis of converting the interest in the unincorporated entity into shares of the domestic business corporation or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(5) the full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.
The plan of entity conversion may include any other provisions relating to the conversion that may be desired.
(b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders or by the holders of voting interest in an unincorporated entity the plan may not be amended to change:
(1) the amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received under the plan by the shareholders or interest holders;
(2) the organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to RSA 293-A:10.05; or
(3) any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders or the interest holders in any material respect.
(c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with RSA 293-A:1.20(j).
Source. 2013, 142:1, eff. Jan. 1, 2014.
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