Article 11A.
Conversions.
§ 55A-11A-01. Conversion.
(a) As used in this section, "business entity" means a domestic business corporation, including a professional corporation as defined in G.S. 55B-2, a foreign business corporation, including a foreign professional corporation as defined in G.S. 55B-16, a domestic or foreign nonprofit corporation, a domestic or foreign limited liability company, a domestic or foreign limited partnership, a registered limited liability partnership or foreign limited liability partnership as defined in G.S. 59-32, or any other partnership as defined in G.S. 59-36 whether or not formed under the laws of this State.
(b) A business entity, other than a domestic nonprofit corporation, may convert to a domestic nonprofit corporation if both of the following apply:
(1) The conversion is permitted by the laws of the state or country governing the organization and internal affairs of the converting business entity.
(2) The converting business entity complies with the requirements of this Part and, to the extent applicable, the laws referred to in subdivision (1) of this subsection. (2026-52, s. 6(a).)
§ 55A-11A-02. Plan of conversion.
(a) The converting business entity shall approve a written plan of conversion containing all of the following:
(1) The name of the converting business entity, its type of business entity, and the state or country whose laws govern its organization and internal affairs.
(2) The name of the resulting domestic nonprofit corporation into which the converting business entity will convert.
(3) The terms and conditions of the conversion.
(4) The manner and basis for converting the interests in the converting business entity, if any, into any combination of eligible interests or other securities, rights to acquire interests or other securities, obligations, cash, or other property of the resulting domestic nonprofit corporation.
(b) The plan of conversion may contain any other provisions not prohibited by law.
(c) The provisions of the plan of conversion, other than the provisions required by subdivisions (1) and (2) of subsection (a) of this section, may be made dependent on facts objectively ascertainable outside the plan of conversion if the plan of conversion sets forth the manner in which the facts will operate upon the affected provisions.
(d) The plan of conversion shall be approved in accordance with the laws of the state or country governing the organization and internal affairs of the converting business entity.
(e) After a plan of conversion has been approved as provided in subsection (d) of this section, but before articles of incorporation for the resulting domestic nonprofit corporation become effective, the plan of conversion may be amended or abandoned to the extent permitted by the laws that govern the organization and internal affairs of the converting business entity. (2026-52, s. 6(a).)
§ 55A-11A-03. Filing of articles of incorporation by converting business entity.
(a) After a plan of conversion has been approved by the converting business entity as provided in G.S. 55A-11A-02, the converting business entity shall deliver articles of conversion to the Secretary of State for filing. In addition to the matters required or permitted by G.S. 55A-2-02, the articles of incorporation shall contain articles of conversion stating all of the following:
(1) That the corporation is being formed pursuant to a conversion of a business entity.
(2) The name of the converting business entity, its type of business entity, and the state or country whose laws govern its organization and internal affairs.
(3) That a plan of conversion has been approved by the converting business entity as required by law.
(b) If the plan of conversion is abandoned after the articles of incorporation have been filed with the Secretary of State but before the articles of incorporation become effective, the converting business entity shall deliver to the Secretary of State for filing prior to the time the articles of incorporation become effective an amendment to the articles of incorporation withdrawing the articles of incorporation.
(c) The conversion takes effect when the articles of incorporation become effective.
(d) Certificates of conversion shall also be registered as provided in G.S. 47-18.1. (2026-52, s. 6(a).)
§ 55A-11A-04. Effects of conversion.
When the conversion takes effect, all of the following apply:
(1) The converting business entity ceases its prior form of organization and continues in existence as the resulting domestic nonprofit corporation.
(2) The title to all real estate and other property owned by the converting business entity continues vested in the resulting domestic nonprofit corporation without transfer, reversion, or impairment.
(3) Except as otherwise provided by law or by the plan of conversion, all rights, privileges, immunities, powers, and purposes of the converting business entity remain vested in the resulting domestic nonprofit corporation.
(4) All debts, obligations, and other liabilities of the converting business entity continue as debts, obligations, and other liabilities of the resulting domestic nonprofit corporation.
(5) A proceeding pending by or against the converting business entity may be continued as if the conversion did not occur. The name of the resulting domestic nonprofit corporation may be substituted for the name of the converting business entity in any pending action or proceeding.
(6) The interests and obligations in the converting business entity are converted to eligible interests or other securities, rights to acquire interests or other securities, obligations, cash, or other property of the resulting domestic corporation in accordance with the plan of conversion.
(7) All of the following apply to the resulting domestic nonprofit corporation:
a. It is incorporated under and subject to this Chapter.
b. It converts from the converting business entity into its new form of organization without interruption.
c. It is deemed to have been incorporated on the date that the converting entity was originally incorporated or organized.
The conversion does not affect the liability or absence of liability of any holder of an interest in the converting business entity for any acts, omissions, or obligations of the converting business entity made or incurred prior to the effectiveness of the conversion. The cessation of the existence of the converting business entity in its prior form of organization in the conversion does not constitute a dissolution or termination of the converting business entity. (2026-52, s. 6(a).)
Article 11A.
Conversions.
§ 55A-11A-1: Reserved for future codification purposes.
§ 55A-11A-2: Reserved for future codification purposes.
§ 55A-11A-3: Reserved for future codification purposes.
§ 55A-11A-4: Reserved for future codification purposes.
§ 55A-11A-5: Reserved for future codification purposes.
§ 55A-11A-6: Reserved for future codification purposes.
§ 55A-11A-7: Reserved for future codification purposes.
§ 55A-11A-8: Reserved for future codification purposes.
§ 55A-11A-9: Reserved for future codification purposes.
§ 55A-11A-10. Conversion.
(a) A charitable or religious corporation may convert to a domestic limited liability company if the converting charitable or religious corporation complies with the requirements of this Part and the requirements of G.S. 57D-9-20, 57D-9-21, and 57D-9-22.
(b) The plan of conversion of a charitable or religious corporation to a domestic limited liability company under G.S. 57D-9-21 shall comply with all of the following:
(1) If the converting charitable or religious corporation does not have any members entitled to vote on the conversion, the plan shall be approved by the board of directors of the converting charitable or religious corporation.
(2) If the charitable or religious corporation has members entitled to vote on the conversion, the plan shall first be approved by the board of directors and then by the members entitled to vote on the conversion in accordance with the following:
a. In submitting the plan of conversion to the members for approval, the board of directors shall recommend that the members approve the plan unless the directors make a determination that because of conflicts of interest or other special circumstances they should not make this recommendation, in which case the directors shall inform the members of the basis for so proceeding.
b. If the approval is to be given at a meeting, the charitable or religious corporation shall notify each member entitled to vote of the meeting of members at which the plan of conversion will be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and shall contain or be accompanied by a copy or summary of the plan.
c. Unless the articles of incorporation, the bylaws, or the board of directors of the charitable or religious corporation require a different vote or quorum, approval of the plan of conversion requires (i) the approval of the members, consisting of the majority of the votes entitled to be cast on the plan, at a meeting at which a quorum exists and (ii) the approval of each separate voting group, consisting of a majority of the votes entitled to be cast on the plan by that voting group, at a meeting at which a quorum of the voting group is present.
(3) If, as a result of the conversion, one or more members of the converting entity would become subject to new member liability, approval of the plan of conversion requires that each of those members sign a separate record consenting to become subject to the new member liability.
(4) In addition to the adoption and approval of the plan of conversion by the board of directors and members as required by this section, the plan of conversion shall also be approved by any person or group of persons whose approval is required under G.S. 55A-10-30 to amend the articles of incorporation or bylaws of the charitable or religious corporation. (2016-114, s. 5; 2026-52, s. 6(b).)