How to file certificate of conversion or article of conversion for an LLC, sole proprietorship and stock corporation?
- A regular corporation can be converted into an S-Corporation in all fifty states.
- A conversion of an LLC to a corporation is only recognized in some states.
- A conversion of a regular corporation to an LLC only recognized in some states
- A conversion of a sole proprietor to any other entities is also recognized in some states
For conversion; no coordination is necessary, because the new articles of incorporation are an integral part of the Certificate of Conversion. The new articles of incorporation appear as an exhibit to the Plan of Conversion, and should not be submitted as a separate document. Conversion of an LLC is possible, provided those states law permits such a conversion and the necessary filings are made in accordance with their respective laws.
Will the organization date of the resulting limited liability company be the same as the effective date of the certificate of conversion?
No. The date of organization will be the date the entity was originally created as a corporation. The record will treat your limited liability company as a continuing entity, not a new entity, even though it will be a limited liability company after conversion. The Plan of Conversion contained in the Certificate of Conversion is to include a copy of the articles of incorporation after conversion. Accordingly, you have the opportunity to entirely rewrite the articles of incorporation to reflect the changes you want.
Do I have to pay my corporation's delinquent annual report fees if I am converting it to a limited liability company?
Yes. The entity is a corporation until the effective date of the conversion, and is subject to the law governing it as a corporation.
Can I draft my own article of conversion?
Yes. You may, however, draft your own Plan of Conversion. Templates for a Plan of Conversion and Exhibit A are supplied, but their use is optional.
I wish to convert my corporation to a limited liability company. The articles of incorporation, before conversion, contain certain limitations and conditions that I want to include in the articles of organization of the LLC after conversion. How may that be accomplished?
The articles of organization for a limited liability company, which will be a part of the Plan of Conversion, may contain only the specific information allowed Statutes, and could not accommodate the additional provisions you wish to include. Those limitations and conditions may be set forth in the LLC's operating agreement.
When converting a corporation to a limited liability company, is the certificate of conversion signed by a member of the limited liability company?
No. The certificate would be signed by an officer of the corporation, because it is subject to the law governing it as a corporation before the effective date of its conversion to a limited liability company.
For Instance; we are converting an Illinois corporation, licensed in Wisconsin, to a Kansas limited liability company. Is filing a certificate of conversion the appropriate method of recognizing that change in Wisconsin?
No. In order to file a certificate of conversion in Wisconsin, the entity must be a Wisconsin entity before the conversion or after the conversion. If the Kansas limited liability company resulting from the conversion will be transacting business in Wisconsin, it would apply to register in Wisconsin as a foreign limited liability company.
Does filing a certificate of conversion converting my Wisconsin corporation to a Delaware limited liability company require it to apply for registration as a foreign LLC?
Yes, if the Delaware limited liability company will be transacting business in Wisconsin.
Can I use the same Employer Identification Number for my new entity?
Yes, you can if the number is available in that state with the Internal Revenue Service.
All corporations in order to file article of conversion their business must make sure that the corporate name you are using is available for use by your entity.
