950 CMR, § 113.28 - Foreign Non-profit Domestication and Conversion

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

(2) The articles of domestication and conversion consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of domestication and conversion shall set forth:

(a) the name of the corporation in the jurisdiction of organization;

(b) a corporate name that satisfies M.G.L. c. 156D, § 4.01 if the name of the corporation is unavailable for use in the commonwealth or the corporation desires to change its name;

(c) the jurisdiction of incorporation;

(d) the date the corporation was incorporated in the jurisdiction;

(e) whether the corporation was authorized to transact business in the Commonwealth;

(f) a statement that the domestication and conversion of the corporation was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated.

(g) All of the information required to be in the articles of organization by M.G.L. c. 156D, § 2.02(a) or permitted to be included in the articles of organization by M.G.L. c. 156D, § 2.02(b);

(h) the supplemental information required by 950 CMR 113.00 to be included in the articles of organization; and

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

(3) The articles of domestication and conversion shall be accompanied by an original certificate of legal existence or a certificate of good standing issued, not more than 90 days prior to submission, by an officer or agency properly authorized in the jurisdiction of organization. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached.

Notes

950 CMR, § 113.28