Certificate Of Conversion {754}

CSCL/CD-754 (Rev. /1) EFFECTIVE DATE:Address(FOR BUREAU USE ONLY) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRSCORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU Date Received This document is effective on the date filed, unless asubsequent effective date within 90 days after receiveddate is stated in the document. NameCityStateZIP Code Document will be returned to the name and address you enter above.If left blank, document will be returned to the registered office. CERTIFICATE OF CONVERSIONFor use by a Limited Liability Company Converting into a Business Organization Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations)and Act 23, Public Acts of 1993 (limited liabilitycompanies), the undersigned executes the following Certificate of Conversion. 1.Before Conversion Entity Name: Entity ID: Indicate (X)Entity Type Domestic Limited Liability Company Street Address, if different than the one provided in Item 3: Foreign Limited Liability Company 2.After Conversion Entity Name: Indicate (X)Entity Type Domestic Profit Corporation If the converting limited liability company is a domestic limited liability company that has not commenced business, has notissued any membership interests; has no debts or other liabilities, and has not received or returned any payments for itsmembership interests, proceed to Item 4.If the converting limited liability company is a domestic limited liablity company that has commenced business or a foreign limitedliability company, proceed to Item 3. American LegalNet, Inc. www.FormsWorkFlow.com 3.Surviving Business Organization Governing Statute: Street Address:Principal Place of Business:4. (Complete only if a later effective date is desired other than the date of filing. The date must be no more than90 days after the receipt of this document .) The conversion is effective on theday of, . The plan of conversion will be furnished by the surviving business organization, on request and without cost, to any memberof the converting limited liability company.The conversion is permitted by the law that will govern the internal affairs of the business organization after conversion and thesurviving business organization complies with that law in converting.5.The assumed names being transferred to continue for the remaining effective period of the Certificate ofAssumed Name on file prior to the conversion are: Assumed NameExpiration Date 6.The converting limited liability company's name and/or assumed name(s) to be used as new assumed name(s)of the surviving business organization: Assumed Name American LegalNet, Inc. www.FormsWorkFlow.com Complete if the domestic limited liability company has not commenced business:a)The domestic limited liability company has not yet commenced business, has not issued any membership interests; has nodebts or other liabilities, and has not received or returned any payments for its membership interests and the plan ofconversion was adopted and approved by unanimous consent of the organizers, in accordance with Section 708(1)(d) ofthe Act.Signed thisday of, . (Signature of Organizer) (Type or Print Name) (Signature of Organizer) (Type or Print Name) (Signature of Organizer) (Type or Print Name) (Signature of Organizer) (Type or Print Name) Complete if the domestic limited liability company has commenced business:b)The plan of conversion was adopted and approved by the unanimous vote of the members, entitled to vote, unless thearticles of organization or operating agreement provide otherwise, in accordance with Section 708(1)(c) of the Act.Signed thisday of, . (Signature of Member, Manager or Authorized Agent) (Type or Print Name)By7.Signatures: Complete only Section (a) or (b) if the converting entity is a domestic limited liability company.Proceed to Item 8 if the converting entity is a foreign limited liability company. American LegalNet, Inc. www.FormsWorkFlow.com Signed thisday of, . (Signature of Authorized Officer or Agent) (Type or Print Name)ByComplete Items 8 and 9 below if the converting entity is a foreign limited liability company.8.The terms and conditions of the proposed conversion, including the manner and basis of converting the membership interestsof the foreign limited liability company into ownership interests or obligations of the surviving business organization, intocash, into other consideration that may include ownership interests or obligations of an entity that is not a party to theconversion, or into a combination of cash and other consideration. 9.Signature:The plan of conversion was adopted and submitted for approval in the manner required by the law governing the internalaffairs of the converting foreign limited liability company. American LegalNet, Inc. www.FormsWorkFlow.com INFORMATION AND INSTRUCTIONS CSCL/CD-754 (Rev. /1)Preparer's NameBusiness telephone number( )1.This form may be used to draft your Certificate of Conversion. A document required or permitted to be filed under the Act cannot befiled unless it contains the minimum information required by the Act. The format provided contains only the minimal information requiredto make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice.2.Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities &Commercial Licensing Bureau. The original will be returned to your registered office address unless you enter a different address in thebox on the front of this document.4.Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and whitecontrast, or otherwise illegible, will be rejected.3. This Certificate is to be used pursuant to sectionsection 746 of for the purpose of converting a domestic limited liability company into a business organization, or a foreign limited liability companyconverting into a domestic limited liability company or domestic corporation. 5.Item 4 - This document is effective on the date endorsed "Filed" by the Bureau. A later effective date, no more than 90 days after thedate of delivery to this office, may be stated as an additional article.8.If additional space is required for any section, continue the section on an attachment.7.Item 6 - The converted entity may use as an assumed name the name of the converting limited liability company and/or assumednames to be used as new assumed names by filing a Certificate of Assumed Name or by providing for the use of the assumed namein the Certificate of Conversion. A provision in the Certificate of Conversion is treated as a new Certificate of Assumed Name.9.This Certificate must be signed by a manager, if managed by one or more managers, a member if management remains in the membersor an authorized agent of the company.10. If a domestic limited liability company or domesticcorporation, the Certificateof Conversion must beaccompanied by the formation document required to be filed Pursuant to ections 212 and 217 of , the assumed name of a corporation shall not contain the wordlimitedliability company. 6.Item 5 - A converting limited liability company may transfer to the converted entity the use of an assumed name for which a Certificateof Assumed Name is on file with the administrator prior to the conversion. American LegalNet, Inc. www.FormsWorkFlow.com Submit with check or money order by mail: Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau Corporation Division P.O. Box 30054 Lansing, MI 48909 To submit in person: 2501 Woodlake CircleOkemos, MITelephone: (517) 241-6470 Fees may be paid by check, money order, VISAMasterard when delivered in person to our office. LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals withdisabilities. 1-60,00060,001-1,000,0001,000,0001-5,000,0005,000,001-10,000,000More than 10,000,000 Fee + + American LegalNet, Inc. www.FormsWorkFlow.com Optional expedited service.Expedited review and filing, if fileable, is available f