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Articles Of Incorporation With Statement Of Conversion (From A Domestic Limited Partnership) - California
| Articles Of Incorporation With Statement Of Conversion (From A Domestic Limited Partnership) 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 Partnership into a California Stock Corporation A California limited partnership 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 or 15911.01) 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 delivered in person (drop off) between the hours of 8:00 a.m. and 4:30 p.m., 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 Mail Processing Times webpage at http://www.sos.ca.gov/business/be/processing-times.htm for current mail processing www.sos.ca.gov/business/be/mail-processing-times.htm times. Note: Articles of Incorporation containing a statement of conversion are filed only in the Secretary of State's Sacramento office. Fees The fee for filing Articles of Incorporation containing a statement of conversion is $150.00. A $15.00 special handling fee is applicable for processing documents delivered in person (drop off) to the Sacramento office. The special handling fee is in addition to the filing fee, should be included in a separate check, 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. Please refer to the Secretary of State's website at www.sos.ca.gov/business/be/service-options.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filings services are not applicable to documents submitted by mail. Secretary of State Information ARTS-CONV FROM CA LP TO CA STK (REV 01/2010) Page 1 of 2 Fees (continued) Payments for documents submitted: by mail to Sacramento can be made by check or money order. in person (drop off) at the Sacramento office 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(s) without charge, provided that the complete copies with any required attachments are submitted to the Secretary of State with the document(s) 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 Information & Resources A Statement of Information (Form SI-200 C) is required to be filed with the Secretary of State within 90 days of filing the original Articles of Incorporation and annually thereafter during the applicable filing period. The applicable filing period is the calendar month during which the Articles of Incorporation were filed and the immediately preceding five calendar months. (California Corporations Code section 1502.) For faster processing, the required statement can be filed online at https://businessfilings.sos.ca.gov/. Alternatively, Form SI-200 C is available on the Secretary of State's website at www.sos.ca.gov/business/be/statements.htm and can be viewed, filled in and printed from your computer. 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 webpage at www.sos.ca.gov/business/be/resources.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 LP TO CA STK (REV 01/2010) Page 2 of 2 Conversion of a California Limited Partnership 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 letter
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