Sample - Conversion Of A Foreign Entity Into A California Stock Corporation
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1SAMPLE
– Conversion Of A Foreign Entity Into A California Stock Corporation
ARTICLES OF INCORPORATION
WITH STATEMENT OF CONVERSION
I
The name of this corporation is
(NAME OF CORPORATION)
.
II
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may
be organized under the GENERAL CORPORATION LAW of California other than the banking
business, the trust company business or the practice of a profession permitted to be incorporated by
the California Corporations Code.
III
The name and address in the State of California of this corporation's initial agent for service of
process is:
Name _____________________________________________________________________
Address ___________________________________________________________________
City ____________________________
State CALIFORNIA Zip ____________________
IV
This corporation is authorized to issue only one class of shares of stock; and the total number of
shares which this corporation is authorized to issue is _____________________.
V
(Statement of Conversion)
The name of the converting entity is
(NAME OF FOREIGN ENTITY)
;
it is a
(TYPE OF FOREIGN ENTITY)
formed in (JURISDICTION OF ORGANIZATION OF
THE FOREIGN ENTITY) .
[The converting entity’s California Secretary of State file number is
(FILE NUMBER OF FOREIGN ENTITY)
.] The foreign entity is authorized to effect the
conversion by the laws under which it is formed, and it has approved a plan of conversion or other
instrument to effect the conversion as required by the laws under which it is formed. The conversion
has been approved by the number or percentage of applicable holders of interest of the foreign entity
as is required by the laws under which it is formed.
(Signature of Required Individual )
(Typed Name of Required Individual), (Title of
Required Individual) of (NAME OF FOREIGN
ENTITY) and Incorporator
(Signature of Required Individual )
(Typed Name of Required Individual), (Title of
Required Individual) of (NAME OF FOREIGN
ENTITY) and Incorporator
This sample is only to be used as a guide in preparing Articles of Incorporation containing a statement of conversion. This sample meets
the minimum statutory requirements; for other scenarios, refer to the California Corporations Code commencing with sections
200
and 1150.
Secretary of State Sample
ARTS & CONVERSION FROM FOREIGN ENTITY TO CA STK (Rev. 06/2005)
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