Rhode Island > Secretary Of State > Limited Liability Company
Certificate Of Conversion (To LLC) 611 - Rhode Island
| Certificate Of Conversion (To LLC) Form. This is a Rhode Island form and can be used in Limited Liability Company Secretary Of State . |
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No Filing Fee (See Instructions) ID Number: ____________ STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 100 North Main Street Providence, Rhode Island 02903-1335 CERTIFICATE OF CONVERSION (To Be Filed in Duplicate) (Insert full name of the entity following the conversion) SECTION I: TO BE COMPLETED BY ALL CONVERTING ENTITIES Pursuant to the applicable provisions of the Rhode Island General Laws, 1956, as amended, the undersigned (check one box only): ! other entity submits the following certificate of conversion for the purpose of converting to a ! limited partnership or a ! limited liability company (check one box only) or ! general partnership submits the following certificate of conversion for the purpose of converting to a limited liability company. a. The name of the converting entity filing this Certificate of Conversion is: ________________________________________________ b. The date on which the converting entity was first created, formed, or otherwise came into being is: ___________________________ c. The jurisdiction where the converting entity was first created, formed, or otherwise came into being is: ________________________ d. If the jurisdiction of the converting entity has changed since it was first created, state the jurisdiction of the entity immediately prior to the filing of the Certificate of Conversion: _____________________________________________________________ ___________ e. The name of the limited partnership or limited liability company following the conversion is: ________________________________________________________________________ ___________________________________ .. SECTION II: TO BE COMPLETED ONLY IF THE CONVERTING ENTITY IS AN OTHER ENTITY PURSUANT TO ! 7-13-8.1 OR ! 7-16-5.1 (check one box only) OF THE RHODE ISLAND GENERAL LAWS, AS AMENDED. a. The Certificate of Conversion is filed as an accompanying certificate to the ! Certificate of Limited Partnership or ! Articles of Organization (check one box only) of the converting entity. b. The future date or time certain of the conversion to ! limited partnership or ! limited liability company (check one box only) is to become effective, if later than the date of filing of the certificate of conversion and the certificate of ! limited partnership or ! limited liability company (check one box only) is: ___________________________________________________________________ ____ c. This conversion has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the entity and the conduct of its business or by applicable law, as appropriate, and the ! partnership agreement or ! limited liability company agreement (check one box only) shall be approved by the same authorization required to approve the conversion. .. SECTION III: TO BE COMPLETED ONLY IF THE CONVERTING ENTITY IS A GENERAL PARTNERSHIP PURSUA NT TO 7-16-5.3 OF THE RHODE ISLAND GENERAL LAWS , 1956, AS AMENDED. a. The date(s), if applicable, when the initial partnership agreement was amended: _________________________________________ Form No. 611 07/28/02 <<<<<<<<<********>>>>>>>>>>>>> 2 b. The Certificate of Conversion is filed as an accompanying certificate to the ! articles of organization or ! articles of amendment or ! restated articles of organization (check one box only) of the converting entity. c. This conversion has been approved by the partners in the manner provided in the partnership agreement for amendments to the partnership agreement or, if no such provision is made in the partnership agreement, by all partners. .. SECTION IV: TO BE COMPLETED BY ALL CONVERTING ENTITIES Under penalty of perjury, I/we declare and affirm that I/we have examined this Certificate of Conversion, including any accompanying attachments, and that all statements contained herein are true and correct. Date: _____________________________________ __________________________________________ ___________________________________________ Print Name of Limited Partnership OR Print Name of Limited Liability Company By: _______________________________________ By: ________________________________________ Signature of General Partner Signature of Authorized Person By: _______________________________________ Signature of General Partner By: _______________________________________ Signature of General Partner <<<<<<<<<********>>>>>>>>>>>>> 3 INSTRUCTIONS FOR FILING CERTIFICATE OF CONVERSION Title 7 of the Rhode Island General Laws, 1956, as amended 1. A Certificate of Conversion must be filed, in duplicate, with the Office of the Secretary of State, Corporations Division, 100 North Main Street, Providence, RI 02903-1335, in accordance with the provisions of 7-13-8.1, 7-16-5.1 or 7-16-5.3 of the Rhode Island General Laws, 1956, as amended. 2. Other entity is defined as a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business. Please see 7-13-8.1(a) and 7-16-5.1(a) for entity exclusions. 3. All items in Section I must be completed by all converting entities. 4. Section II must be completed only if the converting entity is an other entity. 5. Section III must be completed only if the converting entity is a general partnership. 6. There is no filing fee for the Certificate of Conversion. Pursuant to the provision of 7-13-8.1, 7-16-5.1 and 7-16-5.3 the filing fees for the documents required to be filed together with the certificate of conversion are as follows: Fted iling a Certificate of LimiPartnership $150.00 Filing Articles of Organization for a Limited Liability Company $150.00 Filing Articles of Amendment to the Articles of Organization $ 50.00 Filing Restated Articles of Organization $ 50.00 7. Checks should be made pay the Secretaryable to of State. 8. Section IV must be completed by all converting entities. The Ce rtificate of Conversion must be executed by each of the entitys general partners (limited partnership) or an authorized person (limited liability company.) If you have any questions, please call us at (401) 222-3040, Monday through Friday between 8:30 a.m. and 4:30 p.m. Instructions/Form 611 07/28/02
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