New Hampshire > Secretary Of State > Limited Liability Company
Certificate Of Conversion - NH General Partnership To NH LLC C2 - New Hampshire
| Certificate Of Conversion - NH General Partnership To NH LLC Form. This is a New Hampshire form and can be used in Limited Liability Company Secretary Of State . |
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State of New Hampshire Filing fee: (SEE TOTAL FEES AT BOTTOM OF PAGE) Use black print or type. Form C-2 RSA 304-A:56 & RSA 304-C:17-a CERTIFICATE OF CONVERSION OF A NEW HAMPSHIRE GENERAL PARTNERSHIP TO A NEW HAMPSHIRE LIMITED LIABILITY COMPANY PURSUANT TO THE PROVISIONS of the New Hampshire Uniform Partnership Act and the New Hampshire limited liability company statutes, the undersigned domestic general partnership submits the following certificate of conversion: FIRST: The general partnership was formed in New Hampshire on (date) . (Note 1) SECOND: The name of the general partnership immediately prior to the filing of this certificate: . THIRD: The domestic general partnership has converted to a domestic limited liability company. FOURTH: All of the partners approved the conversion. FIFTH: The name of the limited liability company as set forth in its certificate of formation: . (Note 2) SIXTH: The plan of conversion is on file at the principal place of business of the limited liability company at (business address) and a copy of the plan of conversion will be furnished by (name of limited liability company) on request and without cost, to any interest holder of (name of general partnership) . (General Partnership name) (Signature of its duly authorized partner) (Print or type name) Date signed: Notes: 1. If the general partnership changed its jurisdiction immediately prior to the conversion, enter state previously formed. 2. If the limited liability company name is the same name as a registered trade name, written consent or a discontinuance form for the trade name signed by all registrants of the trade name, must be submitted with the Certificate of Formation of New Hampshire Limited Liability Company (Form LLC-1). DISCLAIMER: All documents filed with the Corporation Division become public records and will be available for public inspection in either tangible or electronic form. Mail DATED AND SIGNED ORIGINAL WITH CERTIFICATE OF FORMATION OF NEW HAMPSHIRE LIMITED LIABILITY COMPANY (FORM LLC-1), FORM SRA AND TOTAL FEES OF $135.00 to: Corporation Division, Department of State, State House, Room 204, 107 North Main Street, Concord NH 03301-4989. Physical location: rd 25 Capitol Street, 3 Floor, Concord, NH 03301. Form C-2 (1/2009) American LegalNet, Inc. www.FormsWorkFlow.com State of New Hampshire CERTIFICATE OF FORMATION OF A NEW HAMPSHIRE LIMITED LIABILITY COMPANY INSTRUCTIONS FOR COMPLETING FORM LLC-1 (RSA 304-C:12) 11 STEPS TO AVOID REJECTION 1. The form must be completed in ink; pencil or erasable ink is not acceptable. A one inch margin must be maintained; the pages cannot be double-sided. 2. Article First: The name must contain one of the following designations: Limited Liability Company, L.L.C., L. L. C. or LLC (per RSA 304-C:3) 3. Article Second: The law requires that the certificate of formation include a primary nature of business, such as "sales and manufacturing of disposable products" or "software consulting and development." We cannot accept a general clause such as "sales and manufacturing", "consulting and development", or "any lawful activity." You need to include a descriptive word. Refer to RSA 304-C:7 I for nature of business permitted. 4. Article Third: A registered agent and registered office must be provided. The registered agent must reside in New Hampshire and is the person who would receive service of process should the limited liability company be sued. The registered office is the registered agent's business address where the registered agent can be found for in-hand service of process; it cannot be served to a post office box. A street address or physical address must be provided in addition to a post office box. 5. Article Fourth: If a specific date of dissolution is set, a full date (month, day, year) must be stated. We cannot calculate dates. If no specific date of dissolution is set, "none", "perpetual" or "ongoing" is acceptable. 6. Article Fifth: The certificate of formation must state whether or not management is vested in a manager(s). If management is vested in a manager(s), this line must be completed as "is". If management is not vested in a manager(s), this line must be completed with "is not". "Is" or "is not" are the only two acceptable entries. 7. Article Sixth: The certificate of formation must contain the following statement: The sale or offer for sale of any ownership interests in this business will comply with the requirements of the New Hampshire Uniform Securities Act (RSA 421-B). 8. The title and printed name of the person signing the documents must be stated beside or below his/her signature. RSA 304-C:2 VI requires that the documents be signed by a "manager" and if there is no manager, by a "member". If Article Fifth states "is not", the title of the person signing must be member. If Article Fifth indicates "is", the title must be manager. No other title will be accepted. 9. Refer to Instructions for Form SRA Addendum to Business Organization and Registration Forms for assistance in completing that form. 10. The total filing fee is $100.00. This is comprised of $50.00 for the certificate of formation plus $50.00 for the addendum. 11. Any other matters the members decide to include may be added. If more space is needed, attach additional pages. PLEASE NOTE: The name will be searched for availability upon receipt of these documents. If the filing has been accepted, you will receive a filed-stamped copy within 30 days. If you do not receive an acknowledge-ment, please contact our office. Checks are deposited upon receipt. If the check has been cashed, it only indicates we have received the document. A cashed check is not an indication that the document has been accepted and filed. Mail fees, DATED AND SIGNED ORIGINAL AND FORM SRA to: Corporation Division, Department of State, 107 North Main Street, rd Concord NH 03301-4989. Physical location: 25 Capitol Street, 3 Floor, Concord, NH 03301. American LegalNet, Inc. www.FormsWorkFlow.com Form LLC-1 Instruct. State of New Hampshire Filing fee: $50.00 Fee for Form SRA: $50.00 Total fees $100.00 Use black print or type. CERTIFICATE OF FORMATION NEW HAMPSHIRE LIMITED LIABILITY COMPANY THE UNDERSIGNED, under the New Hampshire Limited Liability Company laws submits the following certificate of formation: FIRST: The name of the limited liability company is . SECOND: The nature of the primary business or purposes are . THIRD: The name of the limited liability company's registered agent
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