Section 113.32 - Articles of Charter Surrender upon Conversion to a Foreign Other EntityA domestic business corporation may convert to a foreign other entity by filing articles of charter surrender with the Division.
The articles of charter surrender 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 shall set forth:
(a) the name of the corporation;(b) the street address of its registered office;(c) that the articles of charter surrender are being filed in connection with a conversion to a foreign other entity;(d) a statement that the conversion is permitted by the laws of the foreign jurisdiction;(f) the corporation's new name and the jurisdiction under the laws of which the surviving entity will be organized;(g) that the corporation appoints the secretary of state 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;(h) a statement that the conversion was duly approved by the shareholders and if voting by any separate voting group was required by each voting group in the manner required by M.G.L. c. 156D and the articles of organization;(i) the street address of its executive office immediately after the conversion if the surviving entity will be a non-filing entity; and(j) the date and time the articles of charter surrender will be effective if the articles of charter surrender are to be effective at a later date and/or time, not more than 90 days after the date and time of filing.