subject: Certificate Of Conversion Or Article Of Conversion For Llc, Sole Proprietor And Stock Corporation [print this page] A regular corporation can be converted into an S-Corporation in all fifty states.
A conversion of an LLC to a corporation is only recognized in some states.
A conversion of a regular corporation to an LLC only recognized in some states
A conversion of a sole proprietor to any other entities is also recognized in some states
For conversion; no coordination is necessary, because the new articles of incorporation are an integral part of the Certificate of Conversion. The new articles of incorporation appear as an exhibit to the Plan of Conversion, and should not be submitted as a separate document.
Conversion of an LLC is possible, provided those states law permits such a conversion and the necessary filings are made in accordance with their respective laws.
Will the organization date of the resulting limited liability company be the same as the effective date of the certificate of conversion?
No. The date of organization will be the date the entity was originally created as a corporation. The record will treat your limited liability company as a continuing entity, not a new entity, even though it will be a limited liability company after conversion.
The Plan of Conversion contained in the Certificate of Conversion is to include a copy of the articles of incorporation after conversion. Accordingly, you have the opportunity to entirely rewrite the articles of incorporation to reflect the changes you want.
Do I have to pay my corporation's delinquent annual report fees if I am converting it to a limited liability company?
Yes. The entity is a corporation until the effective date of the conversion, and is subject to the law governing it as a corporation.
