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Articles Of Incorporation With Statement Of Conversion (From A Domestic Limited Liability Company) - California
| Articles Of Incorporation With Statement Of Conversion (From A Domestic Limited Liability Company) Form. This is a California form and can be used in Domestic Corporations Corporations Secretary Of State . |
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Secretary of State Business Programs Division 1500 11 Street, 3 Floor Sacramento, CA 95814 th rd Business Entities (916) 657-5448 Conversion of a California Limited Liability Company into a California Stock Corporation A California limited liability company can be converted into a California stock corporation by filing Articles of Incorporation containing a statement of conversion. The attached sample meets the minimum statutory requirements for Articles of Incorporation containing a statement of conversion for a general stock corporation (see California Corporations Code commencing with sections 200, 1150 and 17540.1) and may be used as a guide in preparing documents. Modifications can be made to add permissive provisions and/or to meet the specific statutory requirements for a professional or close corporation. It is suggested that you seek private counsel for advice regarding the proposed corporation's specific business needs. The Secretary of State does not provide a standardized form due to the many possible drafting variations. Where to File Documents can be hand delivered for over-the-counter processing between the hours of 8:00 am and 4:30 pm, Monday through Friday (excluding holidays) or mailed to the Sacramento office. The office location and mailing address are as follows: Sacramento Office Business Entities Section 1500 11th Street, 3rd Floor Sacramento, CA 95814 (916) 657-5448 Mailing Address Document Filing Support Unit P O Box 944260 Sacramento, CA 94244-2600 To facilitate the processing of documents mailed to our Sacramento office, a self-addressed envelope and a letter referencing the corporate name as well as your own name, return address and telephone number should also be submitted. Please refer to our Business Entities Mail Processing Times web page at http://www.sos.ca.gov/business/bpd_processing_times.htm for current mail processing times. Note: Articles of Incorporation containing a statement of conversion are only filed in the Secretary of State's Sacramento office. Fees The fee for filing Articles of Incorporation containing a statement of conversion is $150.00. There is an additional $15.00 special handling fee for processing a document delivered in person to the Sacramento office. The special handling fee must be remitted separately for each submittal and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee (in lieu of the special handling fee) for documents that are delivered in person to the Sacramento office. Please refer to the Secretary of State's website at http://www.sos.ca.gov/business/precexp.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filing services are not applicable to documents submitted by mail. Secretary of State Information ARTS-CONV FROM CA LLC TO CA STK (REV 01/2008) Page 1 of 2 American LegalNet, Inc. www.FormsWorkflow.com Fees (continued) Payments for documents submitted: · · by mail to Sacramento can be made by check or money order. in person, over-the-counter in Sacramento can be made by check, money order, cash, or credit card (Visa or MasterCard). Checks or money orders should be made payable to the Secretary of State. Copies The Secretary of State will certify up to two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified with payment of $8.00 per copy. Franchise Tax Requirements A general stock corporation is a taxable entity and subject each year to an $800 minimum franchise tax. Therefore, the corporation must file a return and pay the associated tax every year until the corporation is formally dissolved. For further information regarding franchise tax requirements, refer to the Franchise Tax Board's website at www.ftb.ca.gov or call the Franchise Tax Board at: From within the United States (toll free)...................................................................... (800) 852-5711 From outside the United States (not toll free) ............................................................. (916) 845-6500 Automated Telephone Service - From within the United States (toll free).................. (800) 338-0505 Automated Telephone Service - From outside the United States (not toll free) ......... (916) 845-6600 Additional Resources All corporations are subject to state and federal tax laws and may be subject to additional requirements depending on the type of corporation and/or the type of business conducted. Please refer to our Business Resources web page at http://www.sos.ca.gov/business/bpd_links.htm for a list of other agencies you may need to contact to ensure proper compliance. Note: The Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation. Secretary of State Information ARTS-CONV FROM CA LLC TO CA STK Page 2 of 2 American LegalNet, Inc. www.FormsWorkflow.com Conversion of a California Limited Liability Company into a California Stock Corporation INSTRUCTIONS: Articles of Incorporation containing a statement of conversion must be drafted to include all the provisions required by the California Corporations Code. Articles of Incorporation may include other provisions as permitted under California law (e.g., the name and address of each initial director). The attached sample meets the minimum statutory requirements and should only be used as a guide in preparing Articles of Incorporation. The document should be typed with letters in dark contrast to the paper. Documents not suitable for reproduction will be returned unfiled. Note: The file date of Articles of Incorporation is generally the date the document complying with applicable law is received in the Secretary of State's office. Article I: The articles must include a statement of the name of the corporation. Note: The name must be exactly as you want it to appear on the records of the California Secretary of State. Article II: Article III: This exact statement is required by the California Corporations Code and should not be altered. The articles must include the name of the initial agent for service of process.1 ·
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