CALIFORNIA SECRETARY OF STATE CONVERSION INFORMATION
A domestic (California) stock corporation (Corp) can convert into a California other business entity; a California limited liability company (LLC), limited partnership (LP) or general partnership (GP) can convert into a California or foreign other business entity; and a foreign business entity can convert into a California Corp, LLC, LP or registered GP if the conversion is permitted under the laws of the jurisdiction of the foreign business entity. (California Corporations Code commencing with Sections 1150, 15677.1, 15911.01, 16901 and 17540.1.) Note: A California Corp cannot convert to a foreign entity. The following table identifies the correct document or form to be used and the fee required based on the specific type of conversion: Document/Form
Articles of Incorporation containing a statement of conversion. Article samples are available for the following conversions:
· · · ·
Converting Entity
Converted Entity
Filing Fee
Converting from a California LLC Converting from a California LP Converting from a California GP Converting from a Foreign Entity
California LLC, LP or GP; or Foreign Corp, LLC, LP, GP or Other Business Entity
California Corp
$150
Limited Liability Company Articles of Organization Conversion
·
Form LLC-1A
California Corp, LP, GP; or Foreign Corp, LLC, LP, GP or Other Business Entity California Corp, LLC, GP; or Foreign Corp, LLC, LP, GP or Other Business Entity California Corp, LLC, LP; or Foreign Corp, LLC, LP or Other Business Entity California Corp, LLC, LP; or Foreign Corp, LLC, LP or Other Business Entity California LLC, LP, or Registered California GP
California LLC
$150 if California Corp involved; $70 for all others
Certificate of Limited Partnership Conversion
·
California LP
$150 if California Corp involved; $70 for all others
Form LP-1A
General Partnership Statement of Partnership Authority - Conversion
·
Registered GP
$150 if California Corp involved; $70 for all others $150 if California Corp involved; $30 for all others
Form GP-1A
Certificate of Conversion
·
Non-registered GP
Form CONV-1A
Foreign Entity
$30
The following table clarifies the signature requirements for specific types of conversion filings: Converting Entity
California Corp
Signatories
Executed and acknowledged by the chairman of the board, the president or any vice president AND the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer. (California Corporations Code section 1155(b).) Executed and acknowledged by all the managers, unless a lesser number is provided in the articles of organization or the operating agreement. (California Corporations Code section 17540.6(b).) Executed and acknowledged by all general partners, unless a lesser number is provided in the certificate of limited partnership. (California Corporations Code section 15677.6(b) or 15911.06(b).) Note: Signing a document on behalf of a converting LP that is subject to the Uniform Limited Partnership Act of 2008 constitutes an affirmation under penalty of perjury that the facts stated in the document are true. (California Corporations Code section 15902.08(b).) Executed by at least two partners. (California Corporations Code section 16105(c).) According to the laws of the foreign jurisdiction.
California LLC
California LP
California GP Foreign Entity
CONVERSION INFORMATION (REV 01/2008)