Section: Construction as continuation of heretofore existing laws
a. Any corporation not having capital stock which has been organized by any special act of the Legislature for any of the purposes for which a corporation may be organized under this act, and to which this act does not apply pursuant to section 15A:1-3, may come under and be subject to the provisions of this act, and continue in existence and operation as if organized hereunder, by amending its certificate of incorporation pursuant to the provisions of this act and filing an original and a copy of a certificate of the amendment in the office of the Secretary of State, together with a certificate waiving any right of exemption from taxation and from privileges and advantages arising under that special act of incorporation. The Secretary of State shall forward the copy to the Attorney General. Upon filing a certificate of the amendment, the corporation shall be deemed to be incorporated under this act and to be free from the liabilities and provisions of the act under which it was formerly incorporated. Nothing in this section shall be held to affect transactions, liabilities or debts of the corporation, occurring before the filing of the certificate.
b. Any corporate business entity or corporation having capital stock formed for purposes for which corporations may be formed under this act, may, in the manner hereinafter provided, be converted into a corporation under this act as follows:
(1) A plan of conversion shall be prepared, setting forth:
(a) the terms and conditions of the conversion,
(b) the manner of carrying the conversion into effect,
(c) a restatement of the certificate of incorporation which complies with this act, and
(d) such other details and provisions as are deemed desirable.
(2) The plan of conversion shall be adopted by the unanimous vote of all of the shareholders of the corporate entity or corporation.
(3) Upon adoption of a plan of conversion by the corporate entity or corporation, a certificate of conversion shall be executed under its name by the president or any vice president, and shall set forth:
(a) the name of the corporate entity or corporation and the address including street and number, if any, of its registered office;
(b) the statute under which the corporate entity or corporation was incorporated and the date of incorporation;
(c) if the plan is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date;
(d) the manner in which the plan was adopted by the corporate entity or corporation.
The original and a copy of the certificate of conversion shall be filed in the office of the Secretary of State, and upon the filing, or upon the effective date, not to exceed 30 days, specified in the plan of conversion, whichever is later, the conversion shall become effective.
Upon the conversion becoming effective, the corporate entity or corporation shall be deemed to be a corporation without capital stock organized under this act for all purposes. The corporate entity or corporation shall remain liable for all existing obligations, public or private, and for all taxes due the State of New Jersey or any other taxing authority for periods prior to the effective date of the conversion, and as a nonprofit corporation, it shall continue to be entitled to all assets it held as a corporate entity or corporation. The capital stock of the corporation theretofore outstanding shall be cancelled.
L.1983, c. 127, s. 15A:1-4, eff. Oct. 1, 1983.
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