950 CMR, § 113.27 - Articles of Charter Surrender upon Foreign Non-profit Conversion

(1) A domestic business corporation may become a foreign non-profit corporation by filing articles of charter surrender upon foreign non-profit conversion with the Division.

(2) The articles of charter surrender upon foreign non-profit conversion consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of charter surrender upon foreign non-profit conversion shall state:

(a) the name of the corporation;

(b) the street address of the corporation's registered office;

(c) a statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign non-profit corporation;

(d) a statement that the conversion is permitted by the laws of the foreign jurisdiction;

(e) the corporation's new name and jurisdiction of incorporation;

(f) a statement that the foreign non-profit conversion was duly approved by the shareholders and if voting by any separate voting group was required, by each such separate voting group, in the manner required by M.G.L. c. 156D and the articles of organization;

(g) that the corporation appoints the Secretary of the Commonwealth as its agent for service of process in any proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the conversion; and

(h) the date and time the articles of non-profit conversion will be effective if the articles of non-profit conversion are to be effective at a later date and/or time, but not more than 90 days after the date and time of filing.

Notes

950 CMR, § 113.27