Mass. Gen. Laws ch. 156C, sec. 69 — MA Code / Part I / Title XXII / Chapter 156C / Section 69
Conversion of business entity to limited liability company
Status: in_force

Section 69. (a) As used in this section the term ''other business entity'' shall mean an association or trust as defined in section 1 of chapter 182, and a partnership, whether general or limited and whether domestic or foreign as each may be defined in section 6 of chapter 108A or section 1 of chapter 109, including a foreign or domestic registered limited liability partnership as defined in section 2 of said chapter 108A. (b) Any other business entity may convert to a domestic limited liability company by complying with subsection (h) and filing with the office of the state secretary in accordance with section 17: (1) a certificate of conversion to a limited liability company that has been executed in accordance with section 15; and (2) a certificate of organization of a limited liability company that complies with section 12 and has been executed in accordance with said section 15. (c) The certificate of conversion to a limited liability company shall state: (1) the date on which, and jurisdiction in which, the other business entity was first created, incorporated 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 business entity immediately prior to the filing of the certificate of conversion to a limited liability company; (3) the name of the limited liability company as set forth in its certificate of organization filed in accordance with subsection (b); and (4) the future effective date, which shall be a date certain, of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion and certificate of organization. (d) Upon the effective date of the filing of the certificate of conversion and certificate of organization in the office of the state secretary, the other business entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to this chapter. (e) The conversion of any other business entity into a domestic limited liability company shall not be deemed to affect any obligations or liabilities of the other business entity incurred prior to such conversion or the personal liability of any person incurred prior to such conversion. (f) When a conversion becomes effective under this section, for all purposes of the laws of the commonwealth, all of the rights, privileges and powers of the other business 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 be vested in the domestic limited liability company and shall thereafter be the property of the domestic limited liability company as they were of such other entity. The title to any real property vested by deed or otherwise under the laws of the commonwealth in such 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 such other entity shall then attach to the domestic limited liability company and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (g) Unless otherwise agreed or required under the laws of another jurisdiction applicable to the other business entity, such 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. (h) Prior to filing a certificate of conversion to a limited liability company with the state secretary, the conversion and the operating agreement of the limited liability company shall be approved by the other business entity in the manner provided in its governing documents or the laws applicable to it for authorization of a merger of the other business entity into a limited liability company or, in the absence of such provisions, in the manner of a sale of all or substantially all of its assets. (i) This section shall not be construed to limit the ability of another business entity to change its governing law, its legal status or its domicile by any other means provided for in its governing documents, instruments or agreements or by applicable laws, including by amendment of the governing documents or operating agreement.

Section 69. (a) As used in this section the term ''other business entity'' shall mean an association or trust as defined in section 1 of chapter 182, and a partnership, whether general or limited and whether domestic or foreign as each may be defined in section 6 of chapter 108A or section 1 of chapter 109, including a foreign or domestic registered limited liability partnership as defined in section 2 of said chapter 108A.

(b) Any other business entity may convert to a domestic limited liability company by complying with subsection (h) and filing with the office of the state secretary in accordance with section 17:

(1) a certificate of conversion to a limited liability company that has been executed in accordance with section 15; and

(2) a certificate of organization of a limited liability company that complies with section 12 and has been executed in accordance with said section 15.

(c) The certificate of conversion to a limited liability company shall state:

(1) the date on which, and jurisdiction in which, the other business entity was first created, incorporated 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 business entity immediately prior to the filing of the certificate of conversion to a limited liability company;

(3) the name of the limited liability company as set forth in its certificate of organization filed in accordance with subsection (b); and

(4) the future effective date, which shall be a date certain, of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion and certificate of organization.

(d) Upon the effective date of the filing of the certificate of conversion and certificate of organization in the office of the state secretary, the other business entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to this chapter.

(e) The conversion of any other business entity into a domestic limited liability company shall not be deemed to affect any obligations or liabilities of the other business entity incurred prior to such conversion or the personal liability of any person incurred prior to such conversion.

(f) When a conversion becomes effective under this section, for all purposes of the laws of the commonwealth, all of the rights, privileges and powers of the other business 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 be vested in the domestic limited liability company and shall thereafter be the property of the domestic limited liability company as they were of such other entity. The title to any real property vested by deed or otherwise under the laws of the commonwealth in such 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 such other entity shall then attach to the domestic limited liability company and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

(g) Unless otherwise agreed or required under the laws of another jurisdiction applicable to the other business entity, such 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.

(h) Prior to filing a certificate of conversion to a limited liability company with the state secretary, the conversion and the operating agreement of the limited liability company shall be approved by the other business entity in the manner provided in its governing documents or the laws applicable to it for authorization of a merger of the other business entity into a limited liability company or, in the absence of such provisions, in the manner of a sale of all or substantially all of its assets.

(i) This section shall not be construed to limit the ability of another business entity to change its governing law, its legal status or its domicile by any other means provided for in its governing documents, instruments or agreements or by applicable laws, including by amendment of the governing documents or operating agreement.