Entity Omnibus Act (HB2963) Summary

• Establishes a unified framework allowing domestic and foreign entities (corporations, partnerships, LLCs) to convert to different entity types or domesticate to different jurisdictions without dissolving.

• Creates two main transaction types: conversions (changing entity type while remaining in same jurisdiction) and domestications (changing jurisdiction while maintaining same entity type).

• Requires entities to approve plans of conversion or domestication through specified voting procedures, with interest holder protections including appraisal rights and consent requirements for those assuming personal liability.

• Allows converted or domesticated entities to continue as the same legal entity without interruption, preserving all property, liabilities, and rights while transitioning to new organizational structures.

• Establishes filing fees ($100 standard, $200 expedited) with the Secretary of State and modifies existing entity statutes (Business Corporation Act, LLC Act, Partnership Act, Limited Partnership Act) to reference the new omnibus framework for all conversions and domestications.