Section 14A:11A-2 - Definitions; domestic corporation, conversion, other entity, certificate, approved plan, written notice(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) A domestic corporation may, upon the authorization of conversion in accordance with this section, convert to any other entity.(3) The board of directors of the corporation which desires to convert under this section shall adopt a resolution approving a plan of conversion, specifying the type of other entity into which the corporation shall be converted and shall direct that the conversion be submitted to a vote at a meeting of shareholders. Written notice shall be given not less than 20 nor more than 60 days before that meeting to each shareholder of record, whether or not entitled to vote at that meeting, in the manner provided in the "New Jersey Business Corporation Act" for the giving of notice of meetings of shareholders. At each meeting, a vote of the shareholders shall be taken on the proposed plan of conversion. The conversion shall be approved upon receiving the affirmative vote of the holders of all shares of outstanding stock, whether voting or nonvoting. The conversion shall also 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.(4) A domestic corporation that converts to any other entity that will be domiciled in this State shall file with the filing office a certificate of conversion that states:(a) the name of the corporation, and if it wishes to change its name, the proposed new name;(b) 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(c) that the conversion was adopted pursuant to the provisions of subsection (3) of this section.(5) If a corporation shall convert in accordance with this section to any other entity organized, formed or created under the laws of a jurisdiction other than the State of New Jersey, the corporation shall file with the filing office a certificate of conversion executed in accordance with N.J.S. 14A:1-6, which certifies:(a) the name of the corporation, and if it has been changed, the name under which it was originally incorporated;(b) the date of filing of its original certificate of incorporation with the filing office;(c) the name and jurisdiction of the other entity to which the corporation shall be converted;(d) that the 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; and(e) 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.(f) If the other entity is to transact business in this State, it shall comply with the provisions of this act with respect to foreign entities, and, whether or not it is to transact business in this State, the certificate of conversion required by this section shall, in addition to other required information, set forth: (i) an agreement by that other entity that it may be served with process in this State in any proceeding for the enforcement of any obligation of the converting corporation; and(ii) an irrevocable appointment by that other entity of the filing office of this State as its agent to accept service of process in any proceeding for the enforcement of any obligation of the converting corporation, and the post office address, within or without this State, to which the filing office shall mail a copy of the process in that proceeding.(g) In the event of service upon the filing office in accordance with paragraph (f) of subsection (5) of this section, the filing office shall forthwith notify the corporation that has converted out of the State of New Jersey by letter, directed to the corporation that has converted out of the State of New Jersey at the address so specified, unless that corporation shall have designated in writing to the filing office a different address for that purpose, in which case it shall be mailed to the last address designated. The letter shall be sent by a mail or courier service, and the filing office shall maintain a record of the mailing or deposit with the courier. The letter shall enclose a copy of the process and any other papers served on the filing office pursuant to this subsection. It shall be the duty of the plaintiff to serve process and any other papers in duplicate, to notify the filing office that service is being effected pursuant to this subsection and to pay the filing office the sum of $75.00 for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The filing office shall maintain an alphabetical record of any service, setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The filing office shall not be required to retain the information longer than five years from receipt of the service of process.(6) Upon the filing in the filing office of a certificate of conversion to a non-New Jersey entity in accordance with subsection (5) of this section or upon the future effective date or time of the certification of conversion to a non-New Jersey entity and payment to the filing office of all fees prescribed under this title, the filing office shall certify that the corporation has filed all documents and paid all fees required by this title, and thereupon the corporation shall cease to exist as a domestic corporation at the time the certificate of conversion becomes effective in accordance with N.J.S. 14A:1-6. The certificate of the filing office shall be prima facie evidence of the conversion by such corporation out of the State of New Jersey.(7) The conversion of a corporation out of the State of New Jersey in accordance with this section and the resulting cessation of its existence as a domestic corporation pursuant to a certificate of conversion to a non-New Jersey entity shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to conversion or the personal liability of any person incurred prior to conversion, nor shall it be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to conversion.(8) Unless otherwise provided in the plan of conversion adopted in accordance with this section, the converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of the corporation.(9) In connection with a conversion of a domestic corporation to an other entity pursuant to this section, shares of stock of the domestic corporation which is to be converted may be exchanged for or converted into cash, property rights or securities of, or interest in, the other entity to which the domestic corporation is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, shares of stock, rights or securities of, or interest in, another domestic corporation or other entity or may be cancelled.(10) When a corporation has been converted to the other entity pursuant to this section, the other entity shall, for all purposes of the laws of the State of New Jersey, be deemed to be the same entity as the corporation. 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 corporation that has converted and all property, real, personal and mixed, and all debts due to that corporation, as well as all other things and causes of action belonging to that corporation, shall remain vested in the other entity to which that corporation has converted and shall be the property of that other entity, and the title to any real property vested by deed or otherwise in that corporation 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 corporation shall be preserved unimpaired, and all debts, liabilities and duties of the corporation that has converted shall remain attached to the other entity to which that corporation 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 that other entity. The rights, privileges, powers and interest in property of the corporation that has converted, as well as the debts, liabilities and duties of that corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity to which that corporation has converted for any purpose of the laws of the State of New Jersey.(11) No vote of shareholders of a corporation shall be necessary to authorize a conversion if no shares of the stock of that corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the conversion.Added by L. 2023, c. 38, s. 3, eff. 11/4/2023.