Conversion of Corporation to Llc by bei59740


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									                             Conversion Agreement
                             LLC into Corporation

Document 1187C                                                       
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                                CONVERSION AGREEMENT


       This CONVERSION AGREEMENT made this ___ day of __________ , 20__, by and
between [NAME OF LLC], a ________________ limited liability company (the “Company”) in
which the members set forth on Schedule 1 attached hereto (the “Members”) are members in the


       WHEREAS, the Members each own the membership interest in the Company as set forth
in Schedule 1 (the “Membership Interest”); and

        WHEREAS, each of the Members believes it would be in his or her best interest and in
the best interest of the Company to be converted into a [STATE] corporation to be known as
[NAME OF NEW CORPORATION] (the “Corporation”), and in furtherance thereof, to
transfer all of the assets and liabilities of the Company to the said Corporation.

       NOW THEREFORE, the undersigned agree as follows:

1.      Conversion of Company to a Corporation. The undersigned Members of the Company
hereby agree to convert the Company to a ______________ corporation (the “Conversion”) to
be known as [NAME OF NEW CORPORATION], and to perform such acts and execute such
documents as may be necessary and/or convenient to effect the Conversion, including but not
limited to, the execution of the [Certificate of Incorporation] (the “Certificate”) and Bylaws (the
“Charter and Bylaws”) of the Corporation substantially in the forms of Exhibit A and Exhibit
B, respectively, attached hereto and made a part hereof.

2.      Conversion of Company Interests. Pursuant to the Conversion, each Member’s interest
in the Company shall be converted in its entirety to an equal portion of stock ownership in the
Corporation as set forth on Schedule 1. Each Member shall execute an assignment to evidence
the above conversion of his or her entire interest in the Company to the Corporation in exchange
for an equal stock ownership in the Corporation as provided herein.

3.      Assignment and Assumption of Assets and Liabilities. Effective as of the date hereof,
the following assets and liabilities shall be transferred from the Company and assigned to the
Corporation: (a) all real property directly or indirectly owned; (b) all of the other assets of the
Company; (c) all liabilities and obligations. The Company is hereby terminated and dissolved.

4.    Taxpayer Identification Number. Notwithstanding the foregoing, the Members
acknowledge that the Company shall not be terminated for tax purposes by reason of the
Conversion, but rather a new IRS Form SS-4 will be filed to transfer the taxpayer identification
number to the Corporation.

Conversion Agreement                                                  
5.      Business of Company. The business of the Company shall continue to be carried on
after the Conversion by the Corporation in accordance with the provisions of the corporate laws
of the [STATE], the Charter and Bylaws.

      IN WITNESS WHEREOF, the undersigned Members, on their behalf and on behalf of
the Company, have executed this Agreement as of the date first set forth above.

                                                   [COMPANY NAME]




Conversion Agreement                                               
                                                               SCHEDULE 1

                       MEMBERSHIP INTERESTS

                        INTEREST IN THE COMPANY      BE OWNED IN THE

Conversion Agreement                             
                                                              EXHIBIT A

                       [CERTIFICATE OF INCORPORATION]

Conversion Agreement                          
                                      EXHIBIT B


Conversion Agreement  

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