Also known as: eligible entity
Written by attorneys · grounded in primary & secondary sources — see below
A category of business organizations other than corporations that may participate in statutory mergers, conversions, or serve as registered agents under state business corporation statutes. The designation permits noncorporate forms such as limited liability companies or trusts to engage in these transactions when they satisfy the statute's definitional criteria and any applicable foreign organic law.
Equinox Energy, a foreign limited liability company registered to do business in the state, maintains its principal office at the same address it lists as the registered office for Emerald Enterprises. Emerald designates Equinox as its registered agent. Because Equinox's business office matches the registered office and it is properly registered as a foreign eligible entity, the designation satisfies the statutory requirements for service of process.
Echo Systems, a domestic limited liability company, approves a plan to convert into a domestic corporation. Under the plan Echo Systems becomes the converted entity that continues after the transaction. The conversion proceeds because Echo Systems qualifies as an eligible entity under its organic law and complies with the approval procedures for the conversion.
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Yes. The statute permits a foreign eligible entity to act as registered agent when its business office is identical with the registered office and the entity is registered to do business in the state.
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Yes. Modern merger statutes authorize one or more domestic corporations to merge with one or more foreign eligible entities under a single plan, provided each party satisfies the statute's definitional requirements and any applicable foreign organic law.
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An eligible entity is a noncorporate domestic or foreign organization that may convert pursuant to its own organic law, whereas a corporation converts under the procedures set forth in the business corporation statute.
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