Certificates of Conversion; Implementation

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Nonprofit Corporations
  5. Domestication of Foreign Corporations
  6. Certificates of Conversion; Implementation

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  1. By complying with this Code section, a corporation may become a foreign corporation if the law of the foreign jurisdiction authorizes domestication, redomestication, reincorporation, conversion, or a similar statutory procedure to become a foreign corporation.
  2. To become a foreign corporation, a corporation shall convert to a foreign corporation, and to effect such conversion, the corporation shall adopt and file with the Secretary of State a certificate of conversion as required by subsection (n) of this Code section.
  3. To be adopted by a corporation, the certificate of conversion provided for in subsection (b) of this Code section must be approved:
    1. By the board;
    2. By the members, if any, but only if and to the extent that members are entitled to vote on the conversion under the corporation's articles or bylaws, except as provided for under subsection (h) of this Code section; and
    3. In writing by any person or persons whose approval is required by a provision of the articles authorized by Code Section 14-3-1030 for an amendment to the articles or bylaws.
  4. If the corporation does not have members or if the members are not entitled to vote on the conversion, then, unless otherwise provided for in the corporation's articles or bylaws, the certificate of conversion shall be approved by a majority of the directors in office at the time the certificate of conversion is adopted. The corporation shall provide notice as provided for in subsection (b) of Code Section 14-3-822 of any directors' meeting at which adoption of the certificate of conversion will be considered. Such notice shall also state that the purpose, or one of the purposes, of such meeting is for consideration of the adoption of the certificate of conversion.
  5. The board may condition its adoption of the certificate of conversion, and the members may condition their approval of the adoption of the certificate of conversion, on the receipt of a higher percentage of affirmative votes or on any other basis.
  6. If the corporation is required or seeks to have adoption of the certificate of conversion approved by the members at a membership meeting, the corporation shall give notice to its members of the membership meeting in accordance with Code Section 14-3-705. Such notice shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption of the certificate of conversion pursuant to which the corporation will convert into a foreign corporation and shall contain or be accompanied by a copy of the certificate of conversion. Such notice shall conspicuously identify any adverse change to the rights of members that would result from the conversion, including, but not limited to, any adverse change to the rights of members under the law of the foreign jurisdiction applicable to the proposed foreign corporation. Such notice shall also include a copy or summary of the articles of incorporation, bylaws, and any other similar governing documents of the proposed foreign corporation that will become effective upon the conversion.
  7. If the certificate of conversion may be approved by the members by written consent or written ballot, including consent or ballot by electronic transmission, any material soliciting such approval shall contain or be accompanied by a copy of the certificate of conversion. Such material shall conspicuously identify any adverse change to the rights of members that would result from the conversion, including, but not limited to, any adverse change to the rights of members under the law of the foreign jurisdiction applicable to the proposed foreign corporation. Such material shall also include a copy or summary of the articles of incorporation, bylaws, and any other similar governing documents of the proposed foreign corporation that will become effective upon the conversion.
  8. Voting by members or classes of members is required to approve the adoption of a certificate of conversion if the conversion will implement any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws of the corporation, would entitle the members or classes of members to vote on such proposed amendment under Code Sections 14-3-1003, 14-3-1004, 14-3-1021, or 14-3-1022. In such circumstances, the corporation shall comply with subsection (f) or (g) of this Code section, as applicable, with respect to the members or classes of members entitled to vote. Furthermore, the certificate of conversion may be adopted if it is approved by the members or classes of members entitled to vote in the same manner as would be required to approve such proposed amendment or, if the articles or bylaws do not specify how the members or classes of members vote to approve such proposed amendment, by two-thirds of the votes cast or a majority of the voting power, whichever is less.
  9. A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 must give written notice to the Attorney General, including a copy of the proposed certificate of conversion and a copy or summary of the articles of incorporation and bylaws, or similar governing documents, of the proposed foreign corporation that will become effective upon the conversion at least 30 days before the certificate of conversion is filed in accordance with subsection (n) of this Code section.
  10. Any of the terms of the certificate of conversion may be made dependent upon facts ascertainable outside of the certificate of conversion, provided that the manner in which such facts shall operate upon the terms of the conversion is clearly and expressly set forth in the certificate of conversion. As used in this subsection, the term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
  11. After a certificate of conversion has been adopted, unless the certificate of conversion provides otherwise, and at any time before the conversion has become effective, the conversion may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the certificate of conversion or, if none is set forth, in the manner determined by the board of directors.
  12. The conversion shall be effected as provided in, and shall have the effects provided by, the law of the state or jurisdiction under whose law the resulting foreign corporation is formed and, to the extent not inconsistent with such law, by the terms of the certificate of conversion.
  13. If the resulting foreign corporation is required to obtain a certificate of authority to transact business in this state by the provisions of this title governing foreign corporations, such resulting foreign corporation shall do so pursuant to Code Section 14-3-1501.
  14. After a certificate of conversion is adopted in accordance with this Code section, unless the conversion subsequently is abandoned, the corporation shall deliver to the Secretary of State for filing the certificate of conversion which shall set forth:
    1. The name of the corporation;
    2. The name and jurisdiction of the proposed foreign corporation to which the corporation shall be converted;
    3. A statement that the certificate of conversion has been adopted as required by subsection (c) of this Code section;
    4. A statement that the authority of the corporation's registered agent to accept service on its behalf is revoked as of the effective date of such conversion and that the Secretary of State is irrevocably appointed as the agent for service of process on the resulting foreign corporation in any proceeding to enforce an obligation of the resulting foreign corporation arising prior to the effective date of such conversion;
    5. A mailing address to which a copy of any process served on the Secretary of State under paragraph (4) of this subsection may be mailed as provided in subsection (o) of this Code section; and
    6. A statement that the Secretary of State shall be notified of any change in the resulting foreign corporation's mailing address.
  15. Upon the conversion becoming effective, the resulting foreign corporation is deemed to appoint the Secretary of State as its agent for service of process in any proceeding to enforce any of its obligations arising prior to the effective date of such conversion. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, or secretary of the resulting foreign corporation, or a person holding a comparable position, at the mailing address provided pursuant to paragraph (5) of subsection (n) of this Code section.
  16. A converting corporation provided for in this Code section shall file a copy of its certificate of conversion, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such converting corporation is located and record such certified copy of the certificate of conversion in the books kept by such clerk for recordation of deeds in such county with the converting corporation indexed as the grantor and the resulting foreign corporation indexed as the grantee. No real estate transfer tax otherwise required by Code Section 48-6-1 shall be due with respect to the recordation of such certificate of conversion.
  17. Upon the conversion provided for in this Code section becoming effective:
    1. The resulting foreign corporation shall retain all of the rights, privileges, immunities, franchises, and powers of the converting corporation;
    2. All property, real, personal, and mixed, all contract rights, and all debts due to such converting corporation, as well as all other choses in action, and each and every other interest of or belonging to or due to the converting corporation shall be taken and deemed to be vested in the resulting foreign corporation without further act or deed;
    3. Title to any real estate, or any interest therein, vested in the converting corporation shall not revert or be in any way impaired by reason of the conversion;
    4. None of the items described in paragraphs (1) through (3) of this subsection shall be deemed to have been conveyed, transferred, or assigned by reason of the conversion for any purpose; and
    5. The resulting foreign corporation shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of the converting corporation. Any claim existing or action or proceeding pending by or against such converting corporation may be prosecuted as if such conversion had not become effective, and neither the rights of creditors nor any liens upon the property of the converting corporation shall be impaired by such conversion.

(Code 1981, §14-3-1121, enacted by Ga. L. 2017, p. 145, § 2-1/HB 87.)


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