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Certificate Of Conversion DFI-Corp 1000 - Wisconsin
| Certificate Of Conversion Form. This is a Wisconsin form and can be used in General Secretary Of State . |
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Sec. 179.76(3) & (5), 180.1161(3) & (5), 181.1161(3) & (5) and 183.1207(3) & (5), Wis. Stats. State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services CERTIFICATE OF CONVERSION 1. Before conversion: Company Name: Indicate (X) Entity Type Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.) Organized under the laws of (state or country *) 2. Does the converting entity have a fee simple ownership interest in any Wisconsin real estate? Yes No IMPORTANT If you answer yes, the entity is required to file a report with the Wisconsin Dept. of Revenue under sec. 73.14 of the Wis. Stats. within 60 days after the effective date of the conversion. NOTE: Sec. 73.14(2)(a) provides a penalty of $200 for each day that the report is late, not to exceed $7,500. You may access the form at: http://ww2.revenue.wi.gov/internet/merger.html * If a foreign (out-of-state) business entity is converting to a Wisconsin business entity, attach a certificate of status (variously called "certificate of existence" or "certificate of good standing") issued by the Secretary of State or other appropriate official in the jurisdiction where the foreign business entity is organized, to include the name of the business entity and its date of incorporation or formation. 3. After conversion: Company Name: Indicate (X) Entity Type Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.) Organized under the laws of (state or country) FILING FEE - $150.00 Use of this form is mandatory. DFI/CORP/1000(R04/12) American LegalNet, Inc. www.FormsWorkFlow.com 1 4. A Plan of Conversion containing all the following parts is attached as Exhibit A. (NOTE: A template for Plan of Conversion is included in this form. Use of the template is optional.) A. The name, form of business entity, and identity of the jurisdiction governing the business entity that is to be converted. B. The name, form of business entity, and identity of the jurisdiction that will govern the business entity after conversion. C. The terms and conditions of the conversion. D. The manner and basis of converting the shares or other ownership interests of the business entity that is being converted into shares or other ownership interests of the new form of business entity. E. The effective date and time of conversion, if the conversion is to be effective other than at the time of filing the certificate of conversion as provided under sec. 179.11(2), 180.0123, 181.0123 or 183.0111, whichever governs the business entity prior to conversion. F. A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion as Exhibit B. (NOTE: Templates for certificate of limited partnership, articles of incorporation, and articles of organization are included in this form. Use of the templates is optional.) G. Other provisions relating to the conversion, as determined by the business entity. 5. The Plan of Conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity. 6. Registered Agent (Agent for Service of Process) and Registered Office (Agent's business office) of the business entity PRIOR TO CONVERSION: Registered Agent (Agent for Service of Process): Registered Office: Additional Entry for a Limited Partnership Record Office: only 7. Registered Agent (Agent for Service of Process) and Registered Office (Agent's business office) of the business entity AFTER CONVERSION: Registered Agent (Agent for Service of Process): Registered Office in WI (Street & Number, City, State (WI) and ZIP code): Additional Entry for a Limited Partnership Record Office: only DFI/CORP/1000(R04/12) American LegalNet, Inc. www.FormsWorkFlow.com 2 8. Executed on (date) by the business entity PRIOR TO ITS CONVERSION. (Signature) Mark (X) below the title of the person executing the document. For a limited partnership Title: General Partner For a limited liability company Title: Member OR Manager (Printed Name) For a corporation Title: President OR Secretary or other officer title _______________________________________________________________________________________ INSTRUCTIONS (Ref. Sec. 179.76(3) & (5), 180.1161(3) & (5), 181.1161(3) & (5) and 183.1207(3) & (5), Wis. Stats. for document content) Submit one original and one exact copy along with the required filing fee of $150.00 to the address listed below. Make checks payable to the "Department of Financial Institutions". Filing fee is nonrefundable. Sign the document manually or otherwise allowed under sec. 179.14 (1g)(c), 180.0103 (16), 181.0103 (23) or 183.0107 (1g)(c), Wis. Stats. Mailing Address: Department of Financial Institutions Division of Corporate & Consumer Services P O Box 7846 Madison WI 53707-7846 Physical Address for Express Mail: Department of Financial Institutions Division of Corporate & Consumer Services 345 W. Washington Ave 3rd Fl. Madison WI 53703 Phone: 608-261-7577 FAX: 608-267-6813 TTY: 608-266-8818 NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. 1. Enter the company name, type of business entity, and state of organization of business entity prior to conversion. Definitions of foreign entity types are set forth in ss. 179.01(4), 180.0103(9), 181.0103(13) and 183.0102(8), Wis. Stats. If a foreign (out-of-state) business entity is converting to a Wisconsin business entity, attach a certificate of status (variously called "certificate of existence" or "certificate of good standing") issued by the Secretary of State or other appropriate official in the jurisdiction where the foreign business entity is organized, to include the name of the business entity and its date of incorporation or formation. 2. Select yes or no to indicate whether the converting entity has a fee simple ownership interest in any Wisconsin real estate. See sec. 73.14 and 77.25, Wis. Stats., or contact the Wisconsin Department of Revenue at (608)266
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