TITLE XXVII CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
CHAPTER 293-B TREATMENT OF NEW HAMPSHIRE INVESTMENT TRUSTS
Section 293-B:24
293-B:24 Conversion of a New Hampshire Investment Trust. –
I. Upon compliance with this section, a New Hampshire investment trust may convert to another business entity including, without limitation, a statutory trust, a limited partnership, or a limited liability partnership.
II. If the governing instrument of the New Hampshire investment trust specifies the manner of authorizing a conversion of the New Hampshire investment trust, the conversion shall be authorized as specified in the governing instrument. If the governing instrument of the New Hampshire investment trust does not specify the manner of authorizing a conversion of the New Hampshire investment trust and does not prohibit a conversion of the New Hampshire investment trust, the conversion shall be authorized in the same manner as is specified in the governing instrument for authorizing a merger or consolidation that involves the New Hampshire investment trust as a constituent party to the merger or consolidation. If the governing instrument of the New Hampshire investment trust does not specify the manner of authorizing a conversion of the New Hampshire investment trust or a merger or consolidation that involves the New Hampshire investment trust as a constituent party and does not prohibit a conversion of the New Hampshire investment trust, the conversion shall be authorized by the approval by all of the beneficial owners and all of the trustees.
III. Unless otherwise agreed, the conversion of a New Hampshire investment trust to another business entity pursuant to this section shall not require such New Hampshire investment trust to wind up its affairs under RSA 293-B:10 or pay its liabilities and distribute its assets under RSA 293-B:10.
IV. In connection with a conversion of a New Hampshire investment trust to an other business entity pursuant to this section, rights or securities of, or interests in, the New Hampshire investment trust which is to be converted may be exchanged for or converted into cash, property, rights or securities of, or interests in, the other business entity into which the New Hampshire investment trust is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, any other business entity or may be cancelled.
V. If a New Hampshire investment trust shall convert in accordance with this section to an other business entity organized, formed, or created under the laws of a jurisdiction other than the state of New Hampshire, a certificate of conversion to a non-New Hampshire entity executed in accordance with RSA 293-B:13, shall be filed with the secretary of state in accordance with RSA 293-B:14. The certificate of conversion to a non-New Hampshire entity shall state:
(a) The name of the New Hampshire investment trust and, if it has been changed, the name under which its certificate of trust was originally filed;
(b) The date of filing of its original certificate of trust with the secretary of state;
(c) The jurisdiction in which the other business entity, to which the New Hampshire investment trust shall be converted, is organized, formed, or created;
(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 to a non-New Hampshire entity;
(e) That the conversion has been approved in accordance with this section;
(f) The agreement of the New Hampshire investment trust that it may be served with process in the state of New Hampshire in any action, suit, or proceeding for enforcement of any obligation of the New Hampshire investment trust arising while it was a New Hampshire investment trust of the state of New Hampshire, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding; and
(g) The address to which a copy of the process referred to in subparagraph V(f) of this section shall be mailed to it by the secretary of state. In the event of service under this section upon the secretary of state, the secretary of state shall forthwith notify the New Hampshire investment trust that has converted out of this state thereof by letter, certified mail, return receipt requested, directed to the New Hampshire investment trust at the address specified in this paragraph and any other address furnished to the secretary of state by the plaintiff in such action, suit, or proceeding. Such letter shall enclose a copy of the process and any other papers served upon the secretary of state. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the secretary of state that service is being made pursuant to this paragraph, and to pay to the secretary of state the sum of $50 for the use of this state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number, and nature of the proceeding in which process has been served upon the secretary of state, the return date thereof, and the day and hour when the service was made. The secretary of state shall not be required to retain such information for a period longer than 5 years from receipt of the service of process.
VI. Upon the filing to the secretary of state of the certificate of conversion to a non-New Hampshire entity or upon the future effective date or time of the certificate of conversion to a non-New Hampshire entity and payment to the secretary of state of all fees prescribed in this chapter, the secretary of state shall certify that the New Hampshire investment trust has filed all documents and paid all fees required by this chapter, and thereupon the New Hampshire investment trust shall cease to exist as a New Hampshire investment trust. Such certificate of the secretary of state shall be prima facie evidence of the conversion by such New Hampshire investment trust out of the state of New Hampshire.
VII. The conversion of a New Hampshire investment trust out of the state of New Hampshire in accordance with this section and the resulting cessation of its existence as a New Hampshire investment trust pursuant to a certificate of conversion to a non-New Hampshire entity shall not be deemed to affect any obligations or liabilities of the New Hampshire investment trust incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the New Hampshire investment trust with respect to matters arising prior to such conversion.
VIII. When a New Hampshire investment trust has been converted to an other business entity pursuant to this section, the other business entity shall, for all purposes of the laws of the state of New Hampshire, be deemed to be the same entity as the New Hampshire investment trust. When any conversion becomes effective under this section, for all purposes of the laws of the state of New Hampshire, all of the rights, privileges, and powers of the New Hampshire investment trust that has converted, and all property, real, personal, and mixed, and all debts due to such New Hampshire investment trust, as well as all other things and causes of action belonging to such New Hampshire investment trust, shall remain vested in the other business entity to which such New Hampshire investment trust has converted and shall be the property of such other business entity, and the title to any real property vested by deed or otherwise in such New Hampshire investment trust 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 New Hampshire investment trust shall be preserved unimpaired, and all debts, liabilities, and duties of the New Hampshire investment trust that has converted shall remain attached to the other business entity to which such New Hampshire investment trust 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 such other business entity. The rights, privileges, powers, and interests in property of the New Hampshire investment trust that has converted, as well as the debts, liabilities, and duties of such New Hampshire investment trust, shall not be deemed, as a consequence of the conversion, to have been transferred to the other business entity to which such New Hampshire investment trust has converted for any purpose of the laws of the state of New Hampshire, provided that this sentence shall not limit any of the foregoing provisions of this paragraph.