Has Statute
Notice, Oversight or Filing of Hospital Conversions
Regulatory Action: REQUIREMENT
32 states have STATUT regulations
AL AK AZ AR CA CO CT DE FL GA
HI ID IL IN IA KS KY LA ME MD
MA MI MN MS MO MT NE NV NH NJ
NM NY NC ND OH OK OR PA RI SC
SD TN TX UT VT VA WA WV WI WY
AZ Code § 10-11252
REGULATORY BODY: Not Specific
STATUTE TEXT: 10-11252. Scope; included transactions; excluded transactions A. Except as provided in subsections B and C of this section, this chapter applies to any nonprofit health care entity that intends to sell, transfer, lease, exchange, option, convey, convert, give, merge or otherwise dispose of all or substantially all of its assets to or with another nonprofit health care entity or a for profit entity, including entering into a joint venture involving all or substantially all of its assets. The requirements of section 10-11202 do not apply to a nonprofit health care entity. B. This chapter does not apply to any physician or licensed health care provider contract with a hospital or community health center. This chapter shall not affect any contract entered into between a physician or licensed health care provider or group of physicians or licensed health care providers and a licensed hospital. C. This chapter does not apply to transactions: 1. Involving a transfer of community benefit assets of a licensed hospital or community health center with a book value of less than one million dollars, net of accumulated depreciation as of the date of the closing date of the intended transaction. 2. Enabling a party to finance the purchase of assets, refinance assets or mortgage or pledge assets already owned by the party, whether or not in its usual course of business. 3. Between or among a nonprofit health care entity and affiliated nonprofit entities that are part of a common line of ownership or control.
NOTES: A.R.S. § 10-11252
CA Code § 5914
REGULATORY BODY: Not Specific
STATUTE TEXT: (a)(1)Any nonprofit corporation that is defined in Section 5046 and operates or controls a health facility, as defined in Section 1250 of the Health and Safety Code, or operates or controls a facility that provides similar health care, regardless of whether it is currently operating or providing health care services or has a suspended license, shall be required to provide written notice to, and to obtain the written consent of, the Attorney General prior to entering into any agreement or transaction to do either of the following: (A)Sell, transfer, lease, exchange, option, convey, or otherwise dispose of, its assets to a for-profit corporation or entity or to a mutual benefit corporation or entity when a material amount of the assets of the nonprofit corporation are involved in the agreement or transaction. Terms Used In California Corporations Code 5914Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491department: whenever used in this code , unless the context otherwise requires, means the State Department of Education. See California Education Code 89Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCCState: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (B)Transfer control, responsibility, or governance of a material amount of the assets or operations of the nonprofit corporation to any for-profit corporation or entity or to any mutual benefit corporation or entity. (2)The substitution of a new corporate member or members that transfers the control of, responsibility for, or governance of the nonprofit corporation shall be deemed a transfer for purposes of this article. The substitution of one or more members of the governing body, or any arrangement, written or oral, that would transfer voting control of the members of the governing body, shall also be deemed a transfer for purposes of this article. (b)The notice to the Attorney General provided for in this section shall include and contain the information the Attorney General determines is required. The notice, including any other information provided to the Attorney General under this article, and that is in the public file, shall be made available by the Attorney General to the public in written form, as soon as is practicable after it is received by the Attorney General. The notice shall include a list of the primary languages spoken at the facility and the threshold languages for Medi-Cal beneficiaries, as determined by the State Department of Health Care Services for the county in which the facility is located. The Attorney General may require the nonprofit corporation to provide certain components of the notice in any of these languages. (c)This section shall not apply to a nonprofit corporation if the agreement or transaction is in the usual and regular course of its activities or if the Attorney General has given the corporation a written waiver of this section as to the proposed agreement or transaction. (d)This section shall apply to any foreign nonprofit corporation that operates or controls a health facility, as defined in Section 1250 of the Health and Safety Code, or a facility that provides similar health care, regardless of whether it is currently operating or providing health care services or has a suspended license. (Amended by Stats. 2017, Ch. 782, Sec. 1. (AB 651) Effective January 1, 2018.)
NOTES: Cal. Corp. Code § 5914
CO Code § 6-19-101
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.R.S. §§ 6-19-101 to 407
CT Code § 19a-486a
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.G.S. § 19a-486a
DE Code § 2530
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Del. Code Ann. tit. 29, §§ 2530 - 2533
FL Code § 155.40
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Fla. Stat. Ann. § 155.40
GA Code § 14-3-1041
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may amend its articles of incorporation as provided in Code Section 14-3-1040 only: (1) Upon the prior approval of the superior court in a proceeding in which the Attorney General has been given notice; or (2) If on or before the effective date of the amendment: (A) Assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the corporation, or the fair market value of the corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved; (B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the amendment, in accordance with such condition; and (C) The amendment is approved by a majority of the directors of the corporation who are not and will not become shareholders in, or officers, employees, agents, or consultants of the corporation following the effective date of the amendment. (b) At least 30 days before the filing of any amendment described in Code Section 14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the proposed amendment shall be delivered to the Attorney General. (c) Without the prior written consent of the superior court in a proceeding of which the Attorney General has been given notice, no member of a corporation described in subsection (a) of this Code section may receive or keep anything as a result of an amendment described in Code Section 14-3-1040. The court shall approve the transaction if it is in the public interest.
NOTES: Ga. Code Ann., § 14-3-1041
HI Code § 432C
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: HRS § 432C
ID Code § 48-1501
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: I.C. §§ 48-1501 - 1512
IL Code § 415
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Yes, effective July 1, 2018, 805 ILCS 415
IA Code § 504.111
REGULATORY BODY: Not Specific
STATUTE TEXT: 504.111 Filing requirements. 1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. 2. This chapter must require or permit filing the document in the office of the secretary of state. 3. The document must contain the information required by this chapter. It may contain other information as well. 4. The document must be typewritten or printed. If the document is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. 5. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. 6. The document must be executed by one of the following: a. The presiding officer of the board of directors of a domestic or foreign corporation, its president, or by another of its officers. b. If directors have not been selected or the corporation has not been formed, by an incorporator. c. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. 7. The person executing a document shall sign it and state beneath or opposite the signature the personis name and the capacity in which the person signs. The document may contain a corporate seal, an attestation, an acknowledgment, or a verification. 8. If the secretary of state has prescribed a mandatory form for a document under section 504.112, the document must be in or on the prescribed form. 9. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document, except as provided in sections 504.503 and 504.1509. 10. When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty, shall be paid in a manner permitted by the secretary of state. 11. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents. 12. Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, all of the following provisions apply: a. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. b. The facts may include any of the following: (1) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data. (2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document. (3) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. c. As used in this subsection, all of the following apply: (1) iFiled documenti means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504.1613. (2) iPlani means a plan of entity conversion or merger. 2004 Acts, ch 1049, ss3, 192; 2005 Acts, ch 19, ss77; 2015 Acts, ch 45, ss2 Referred to in ss504.116, 504.1104
NOTES: Iowa Code Ann. § 504.111
HOSPCON-STATUT-NS
REGULATORY BODY: Not Specific
NOTES: La. Rev. Stat. Ann. 40:2115.11 - 40:2115.23
ME Code § 194-A
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Me. Rev. Stat. tit. 5, § 194-A
MD Code § 6.5
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Md. Code Ann., State Gov’t § 6.5
MA Code § 8A
REGULATORY BODY: Not Specific
STATUTE TEXT: Section 8A. (a) A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, by the holders of two-thirds of its capital stock entitled to vote thereon, at a meeting duly called for the purpose, with notice given as provided in section six B, the sale, lease, exchange or other disposition of all or substantially all of its property and assets upon such terms and conditions as it deems expedient, except that no such vote shall be required if such transaction does not involve or will not result in a material change in the nature of the activities conducted by the corporation. (b) The authorization by members of the mortgage or pledge of, or granting of a security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation’s articles of organization or by-laws provide otherwise. (c) A corporation constituting a public charity shall give written notice to the attorney general not less than thirty days before making any sale, lease, exchange, or other disposition not referred to in subsection (b) of all or substantially all of its property and assets if that sale, lease, exchange or other disposition involves or will result in a material change in the nature of the activities conducted by the corporation, except that no such notice shall be required if a written waiver of such notice is executed by the attorney general before or after such sale, lease, exchange or other disposition. A certificate signed by an officer of the corporation which states that notice was not required, that notice was given, or that notice was waived by the attorney general, with respect to any sale, lease, exchange or other disposition of property by the corporation shall be conclusive in favor of any purchaser, lessee, transferee or other person relying thereon for purposes of determining compliance with the provisions of this subsection. (d)(1) A nonprofit acute-care hospital, as defined in section 25B of chapter 111, or a nonprofit health maintenance organization as defined in chapter 176G shall give written notice of not less than 90 days to the attorney general and to the commissioner of public health if such notice concerns a nonprofit health maintenance organization, before it enters into a sale, lease, exchange, or other disposition of a substantial amount of its assets or operations with a person or entity other than a public charity. No such notice shall be required if a written waiver of such notice is executed by the attorney general. When investigating the proposed transaction, the attorney general shall consider any factors that the attorney general deems relevant, including, but not limited to, whether: (i) the proposed transaction complies with applicable general nonprofit and charities law; (ii) due care was followed by the nonprofit entity; (iii) conflict of interest was avoided by the nonprofit entity at all phases of decision making; (iv) fair value will be received for the nonprofit assets; and (v) the proposed transaction is in the public interest. (2) The attorney general shall assess the entity proposing to receive such assets or operations for reasonable costs related to, and shall expend such amounts for the review of the proposed transaction, as determined by the attorney general to be necessary. Such reasonable costs may include expert review of the transaction, a process for educating the public about the transaction and obtaining public input, and administrative costs. All materials filed by the parties in the course of the attorney general’s review shall be made available for public inspection pursuant to section 10 of chapter 66 and section 7 of chapter 4. (3) The attorney general shall, during the course of his investigation, hold at least one public hearing, in a location convenient to the population served by the nonprofit entity, at which any person may file written comments and exhibits or appear and make a statement. At least 21 days in advance of the public hearing, the nonprofit entity shall publish notice of the hearing in a newspaper of general circulation where the entity is located. The notice shall include the name of the nonprofit entity, the name of the acquirer, or other parties to the proposed transaction, the nature of the proposed transaction and the anticipated consideration that will be paid by the acquirer. In addition, the notice shall offer to provide to any person upon request to the nonprofit entity a detailed summary of the proposed transaction and copies of all transaction and collateral agreements. As defined in section 7 of chapter 4, compliance with this notice requirement will not require disclosure of confidential trade secret, commercial or financial information contained in schedules or exhibits of those agreements. (4) If a charitable fund results from the transaction, and if the nonprofit entity making the disposition does not continue its operation of a nonprofit hospital or nonprofit health maintenance organization, the governance of the charitable fund shall be subject to review by the attorney general and approval by the court. The governance of the charitable fund shall be broadly based in the community historically served by the predecessor nonprofit acute care hospital or health maintenance organization and shall be independent of the new for-profit entity. The attorney general shall conduct a public hearing in connection with his review of the plan for the governance of the resulting charitable fund. An appropriate portion of any resulting proceeds shall, if determined to be necessary by the attorney general, be used for assistance in the development of a community-based plan for the use of the resulting charitable fund. (5) The entity receiving such assets or operations shall, if determined to be necessary by the attorney general in consultation with the department of public health, provide the funds, in an amount determined by the commissioner of public health, for the hiring by the department of public health of an independent health care access monitor to monitor and report quarterly to the attorney general, the department of public health and the committee on health care on community health care access by the entity, including levels of free care provided by the entity. The funding shall be provided for three years after the transaction. The entity receiving such assets or operations shall provide the monitor with appropriate access to the entity’s records in order to enable the monitor to fulfill this function. To prevent the duplication of any information already reported by the entity, the monitor shall, to the extent possible, utilize data already provided by the entity to the center for health information and analysis under chapter 12C or to any other agency. No personal identifiers shall be attached to any of the records obtained by the monitor and all such records shall be subject to the privacy and confidentiality provisions of section 70E of chapter 111. (6) No officer, director, incorporator, member, employee, staff, physician, expert or advisor of the nonprofit entity making the disposition shall derive improper benefit from the transaction. The officers, directors, incorporators, members, senior managers, staff, physicians, experts and advisors of the nonprofit entity making the disposition shall be prohibited from investing in the for-profit entity for a period of three years following such disposition.
NOTES: Mass. Gen. Laws Ann. ch. 180, § 8A
MT Code § 50-4-701
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Mont. Code Ann. §§ 50-4-701 - 50-4-720
NE Code § 71-20
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Neb. Rev. Stat. §§ 71-20,102 - 71-20,114
NH Code § 7:19-b
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N.H. Rev. Stat. Ann. § 7:19-b
NJ Code § 26:2H-7.11
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N.J. Stat. Ann. § 26:2H-7.11
NC Code § 58-65-131
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N.C. Gen. Stat. §§ 58-65-131 - 58-65-133
ND Code § 10-33-144
REGULATORY BODY: Not Specific
STATUTE TEXT: 1.A nonprofit corporation operating or controlling a hospital or nursing home shall notify the attorney general in writing before closing an agreement or a transaction that will:a.Sell, lease, transfer, exchange, option, convey, or otherwise dispose of to a for-profit corporation or entity or a nonprofit corporation or entity if fifty percent or more of the assets of the selling corporation are involved in the agreement or transaction;b.Transfer control, responsibility, or governance of fifty percent or more of the assets or operations of the nonprofit corporation to a for-profit corporation or entity or another nonprofit corporation or entity; orc.Result in any for-profit corporation or entity or another nonprofit corporation or entity having control of, governance of, or the power to direct management and policies of the nonprofit corporation operating or controlling a hospital, nursing home, or related organization.2.The substitution of a new corporate member that transfers the control of, responsibility for, or governance of the nonprofit corporation, the substitution of a member of the governing body, or any arrangement, written or oral, that would transfer voting control of the entity, is a transfer for purposes of this section.3.This section applies to a foreign nonprofit corporation that operates or controls a hospital or nursing home within this state.4.This section does not apply to the following transactions:a.An action involving the enforcement or foreclosure of a security interest, lien, mortgage, judgment, or other creditor rights.b.Agreements or transactions in the usual and regular course of the nonprofit corporation’s business and activities.5.The notice must be provided to the attorney general not less than ninety days before the closing date of the proposed agreement or transaction and must include:a.The names and addresses of all parties to the proposed agreement or transaction;b.The terms of the proposed agreement or transaction, including the proposed sale price;c.A copy of the proposed agreement or transaction; andd.Any financial or economic analysis by an expert or independent consultant retained by the nonprofit corporation which addresses the criteria set forth in section 10-33-145.6.A nonprofit corporation doing business as a hospital or nursing home may neither transfer nor convey any assets or control through an agreement or transaction described in this section until ninety days after the corporation gives the attorney general notice required under this section, unless the attorney general waives all or part of the waiting period. The waiting period may be extended for one or more additional sixty-day periods upon agreement between the corporation and the attorney general, or pursuant to a court order.
NOTES: N.D. Cent. Code Ann. §§ 10-33-144 - 10-33-149
OH Code § 109.34
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Ohio Rev. Code Ann. § 109.34
OR Code § 65.800 ;; 65-800
REGULATORY BODY: Not Specific
STATUTE TEXT: For purposes of ORS 65.803 to 65.815:(1) “Hospital” means a hospital as defined in ORS 442.015. (2) “Noncharitable entity” means any person or entity that is not a public benefit or religious corporation and is not wholly owned or controlled by one or more public benefit or religious corporations. [1997 c.291 ss2; 2001 c.104 ss20; 2009 c.595 ss56; 2009 c.792 ss29]
NOTES: O.R.S. §§ 65.800 - 65.815
PA Code § 5547
REGULATORY BODY: Not Specific
STATUTE TEXT: ss 5547. Authority to take and hold trust property.(a) General rule.–Every nonprofit corporation incorporated for a charitable purpose or purposes may take, receive and hold such real and personal property as may be given, devised to, or otherwise vested in such corporation, in trust, for the purpose or purposes set forth in its articles. The board of directors or other body of the corporation shall, as trustees of such property, be held to the same degree of responsibility and accountability as if not incorporated, unless a less degree or a particular degree of responsibility and accountability is prescribed in the trust instrument, or unless the board of directors or such other body remain under the control of the members of the corporation or third persons who retain the right to direct, and do direct, the actions of the board or other body as to the use of the trust property from time to time. (b) Nondiversion of certain property.–Property committed to charitable purposes shall not, by any proceeding under Chapter 59 (relating to fundamental changes) or otherwise, be diverted from the objects to which it was donated, granted or devised, unless and until the board of directors or other body obtains from the court an order under 20 Pa.C.S. Ch. 77 (relating to trusts) specifying the disposition of the property. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Oct. 27, 2010, P.L.837, No.85, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 amended subsec. (b). Cross References. Section 5547 is referred to in sections 202, 5548, 5549, 5746, 5916, 5930, 5976, 5989 of this title.
NOTES: 15 Pa.C.S.A. § 5547
RI Code § 23-17.14
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: R.I. Gen. Laws Ann. § 23-17.14
HOSPCON-STATUT-NS
REGULATORY BODY: Not Specific
NOTES: SDCL 47-25A
TN Code § 48-68-201
REGULATORY BODY: Not Specific
STATUTE TEXT: This part shall be known and may be cited as the iPublic Benefit Hospital Sales and Conveyance Act of 2006.i
NOTES: Tenn. Code Ann. §§ 48-68-201 - 48-68-211
VT Code § 9420
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Vt. Stat. Ann. tit. 18, § 9420
VA Code § 55-531
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Va. Code Ann. §§ 55-531 - 55-533
WA Code § 70.45.010
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wash. Rev. Code Ann. §§ 70.45.010 - 70.45.900
DC Code § 44-601
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: DC ST § 44-601 - 44-610
WI Code § 181.1161
REGULATORY BODY: Not Specific
STATUTE TEXT: 181.1161 Conversion. (1) (a) A domestic corporation may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting.(b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion. (2) (a) A business entity other than a domestic corporation may convert to a domestic corporation if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.(b) A business entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity. (3) A plan of conversion shall set forth all of the following:(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.(b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.(c) The terms and conditions of the conversion.(d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.(e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under s. 181.0123.(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.(g) Other provisions relating to the conversion, as determined by the business entity. (4) When a conversion is effective, all of the following shall occur:(a)1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be or become so liable for debts and obligations of such business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners. This subdivision does not affect liability under any taxation laws.(b) The business entity continues to have all liabilities of the business entity that was converted.(c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment.(d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.(e) All other provisions of the plan of conversion apply. (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:(a) The plan of conversion.(b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.(c) The registered agent and registered office, the record agent and record office, or other similar agent and office of the business entity before and after conversion. (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.History: 2001 a. 44; 2005 a. 476; 2015 a. 295.Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
NOTES: Wis. Stat. Ann. § 181.1161