SECTION 1.

Chapter 109 of the General Laws as appearing in the 2002 Official Edition is hereby amended by adding after section 43 the following new section:-

43A. Conversions

(a) As used in this section, an “other entity” means a corporation organized under chapter 156D, a corporation organized under chapter 180, a foreign business corporation, a foreign nonprofit corporation and any association or entity other than a governmental or quasi-governmental organization. The term includes, without limitation, limited liability companies, general partnerships, limited liability partnerships, joint venture, joint stock companies, business trusts and profit and not-for-profit unincorporated associations.

(b) A limited partnership may convert into an other entity and an other entity may convert into a limited partnership, provided in each case that if an other entity exists pursuant to the authority of a chapter of the general laws, that chapter permits the conversion, and if an other entity is organized under the laws of a foreign jurisdiction, the laws of that jurisdiction permit the conversion.

(c) A limited partnership converting into an other entity shall comply with the terms of this section and of its certificate of limited partnership and its partnership agreement, to the extent they are applicable. An other entity converting into a limited partnership shall comply with the terms of any laws applicable to it and of its organic documents, to the extent they are applicable.

(d) A limited partnership or an other entity converting pursuant to the authority of this section (herein the “converting entity”) shall adopt a plan of entity conversion that contains substantially the information required by section 9.51 of chapter 156D to be contained in a plan of entity conversion of a business corporation, modified to account for the nature of the converting entity, as well as any information required by any laws applicable to the converting entity. The plan shall be approved by the converting entity in the manner an amendment of its organic documents must be approved.

(e) The converting entity shall file with the state secretary, and with any other governmental agency with which the converting entity or the surviving entity is required to make public filings, articles of entity conversion that contain substantially the information required by section 9.53 of chapter 156D to be contained in articles of entity conversion of a business corporation or a domestic or foreign other entity, modified to account for the nature of the converting entity and the surviving entity.

(f) The effect of a conversion authorized by this section shall be the same as is provided in section 9.55 of chapter 156D.

SECTION 2. Chapter 156C as appearing in the 2002 Official Edition is hereby amended by striking section 69 and inserting in place thereof:-

69. Conversions

(a) As used in this section, an “other entity” means a corporation organized under chapter 156D, a corporation organized under chapter 180, a foreign business corporation, a foreign nonprofit corporation and any association or entity other than a governmental or quasi-governmental organization. The term includes, without limitation, limited partnerships, general partnerships, limited liability partnerships, joint ventures, joint stock companies, business trusts and profit and not-for-profit unincorporated associations.

(b) A limited liability company may convert into an other entity and an other entity may convert into a limited liability company, provided in each case that if an other entity exists pursuant to the authority of a chapter of the general laws, that chapter permits the conversion, and if an other entity is organized under the laws of a foreign jurisdiction, the laws of that jurisdiction permit the conversion.

(c) A limited liability company converting into an other entity shall comply with the terms of this section and of its certificate of organization and it operating agreement, to the extent they are applicable. An other entity converting into a limited liability company shall comply with the terms of any laws applicable to it and of its organic documents, to the extent they are applicable.

(d) A limited liability company or an other entity converting pursuant to the authority of this section (herein the “converting entity”) shall adopt a plan of entity conversion that contains substantially the information required by section 9.51 of chapter 156D to be contained in a plan of entity conversion of a business corporation, modified to account for the nature of the converting entity, as well as any information required by any laws applicable to the converting entity. The plan shall be approved by the converting entity in the manner an amendment of its organic documents must be approved.

(e) the converting entity shall file with the secretary of state, and with any other governmental agency with which the converting entity or the surviving entity is required to make public filings, articles of entity conversion that contain substantially the information required by section 9.53 of chapter 156D to be contained in articles of entity conversion of a business corporation or a domestic or foreign other entity, modified to account for the nature of the converting entity and the surviving entity.

(f) The effect of a conversion authorized by this section shall be the same as is provided in section 9.55 of chapter 156D.

SECTION 3. Section 9.50 of Chapt4er 156D as appearing in section 17 of Chapter 127 of the Acts of 2003, is hereby amended by striking clause (a) and inserting in place thereof:-

(a) A domestic business corporation may become a domestic other entity, provided that in the case of an other entity that exists pursuant to the authority of a chapter of the general laws, that chapter permits. The conversion shall be effected pursuant to a plan of entity conversion. Section 9.55 governs the effect of converting to that form of a domestic other entity.

SECTION 4. Section 9.50 of Chapter 156D as so appearing is further amended by striking clause (c) and inserting in place thereof:-

(c) A domestic other entity may become a domestic business corporation, provided that in the case of a domestic other entity that exists pursuant to the authority of a chapter of the general laws, that chapter permits. Section 9.55 governs the effect of converting to a domestic business corporation. If the organic law of a domestic other entity, including the chapter of the general laws pursuant to which the other entity exists, does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the other entity and its interest holders shall be entitled to appraisal rights if appraisal rights are available upon any type of merger under the organic law of the other entity. If the organic law of a domestic other entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and appraisal rights exercised, in accordance with the procedures in this subdivision and PART 13. Without limiting the provisions of this subsection, a domestic other entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) of this section and clause (7) of section 9.52. For purposes of applying this subdivision and PART 13:

(1) the other entity, its interest holders, interests and organic documents taken together, shall be deemed to be a domestic business corporation, shareholders, shares and articles of organization, respectively, and vice versa, as the context may require; and

(2) if the business affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.

SECTION 5. The Act shall be effective as of July 1, 2004.