Memorandum to Client Regarding Conversion of Partnership to LLC TO:____[Name] RE: Conversion of ______[Name of entity] from partnership to limited liability company To achieve the benefit of limited liability while continuing our favorable partnership tax treatment, it was determined that we should convert your partnership to a limited liability company. This statutory entity is formed by filing Articles of Organization with the Secretary of State. The Operating Agreement replaces our prior Partnership Agreement. No change in your prior agreement is proposed or intended. Also enclosed for your review and comment is the proposed Operating agreement which is similar to your current Partnership Agreement. Please review this document and call me with any questions or suggested changes. ______ [Signature]