Section 14A:11A-1 - Definitions; foreign corporation, conversion, domestic corporation, certificate, approved plan(1) As used in this section: "Filing office" means the Division of Revenue and Enterprise Services in the Department of the Treasury, or other State office as designated by law.
"Other entity" means a partnership, limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust, national association, or any other unincorporated business, not including a sole proprietorship, whether organized under the laws of this State or under the laws of any other state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction, or a foreign corporation.
(2) Any other entity may, upon the authorization of conversion in accordance with this section, convert to a domestic corporation.(3) Prior to filing a certificate of conversion to corporation with the filing office, a plan of 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 and in accordance with applicable law, as appropriate, and a certificate of incorporation shall be approved by the same authorization required to approve the conversion.(4) Any other entity may convert to a domestic corporation by complying with subsection (3) of this section and filing in the filing office: (a) A certificate of conversion to corporation that has been executed in accordance with subsection (10) of this section and filed in accordance with N.J.S. 14A:1-6; and(b) A certificate of incorporation that has been executed, acknowledged and filed in accordance with N.J.S. 14A:1-6.(5) The certificate of conversion to corporation shall state: (a) 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;(b) The name of the other entity immediately prior to the filing of the certificate of conversion to corporation;(c) The name of the corporation as set forth in its certificate of incorporation filed in accordance with subsection (4) of this section;(d) The future effective date or time, which shall be a date or time certain, of the conversion if it is not to be effective upon the filing of the certificate of conversion, which is not to exceed 90 days after the date of filing; and(e) That the plan of conversion has been 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 and in accordance with applicable law, as appropriate.(6) Upon the effective time of the certificate of conversion to corporation and the certificate of incorporation, the other entity shall be converted to a domestic corporation and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding subsection (2) of N.J.S. 14A:2-7, 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.(7) The conversion of any other entity to a domestic corporation shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic corporation or the personal liability of any person incurred prior to conversion.(8) When any other entity has been converted to a domestic corporation pursuant to this section, the domestic corporation shall, for all purposes of the laws of the State of New Jersey, 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 New Jersey, 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 that other entity, as well as all other things and causes of action belonging to that other entity, shall remain vested in the domestic corporation to which that other entity has converted and shall be the property of that domestic corporation and the title to any real property vested by deed or otherwise in that other entity shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of that other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the domestic corporation to which that 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 domestic corporation. 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 that other entity has converted for any purpose of the laws of the State of New Jersey.(9) Unless otherwise agreed for all purposes of the laws of the State of New Jersey or as required under applicable non-New Jersey 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 that other entity and shall constitute a continuation of the existence of the converting other entity in the form of a domestic corporation.(10) 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.(11) In connection with a conversion hereunder, rights or securities of, or interests in, the other entity which is to be converted to a domestic corporation may be exchanged for or converted into cash, property, or shares of stock, rights or securities of that domestic corporation 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.Added by L. 2023, c. 38, s. 2, eff. 11/4/2023.