Statutory provisions for converting purposes are found in Sections 15677.6, 16906, and 17540.6, unless otherwise indicated.
If a general partnership, limited partnership or limited liability company is converting into a foreign other business entity, then this
Certificate of Conversion shall be filed with the Secretary of State. If a limited liability company or limited partnership is converting
into a foreign general partnership, then this Certificate of Conversion shall be filed with the Secretary of State.
The conversion of partnerships and other business entities may be effected only if: (1) the law under which that partnership or other
business entity will exist expressly permits the formation of that other entity pursuant to a conversion; and (2) the partnership/other
business entity complies with any and all other requirements of such other law that applies to conversion of the partnership/other
business entity. There are no statutory provisions in California law for domestic corporations to be part of conversions.
The fee for filing the Certificate of Conversion is thirty dollars ($30).
For further information contact the Limited Partnership Section at (916) 653-3365.
INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF CONVERSION
Make check(s) payable to the Secretary of State.
Send the executed document and filing fee to:
California Secretary of State
Limited Partnership Section
P.O. Box 944225
Sacramento, CA 94244-2250
Fill in the items as follows: (type or legibly print in black ink)
Enter the name of the converting entity/partnership.
Enter the structure of the converting entity/partnership.
Enter the file number issued to the converting entity/partnership by the Secretary of State of California, if any.
Enter the jurisdiction in which the converting entity/partnership was formed or organized.
Enter the name of the converted entity/partnership.
Enter the structure of the converted entity/partnership.
Enter the jurisdiction in which the converted entity/partnership was formed or organized.
Enter the mailing address of the chief executive office of the converted entity/partnership.
Enter the street address, including the zip code, of the chief executive office of the converted entity/partnership, if any.
Do not enter a P.O. Box number or abbreviate the name of the city.
Enter the street address of the California office of the converted entity/partnership, if any.
Enter the mailing address of the agent for service of process.
Execution of this document confirms the following statement which has been preprinted on the form and may not be
altered: “THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE
PARTNERS/MEMBERS WHICH EQUALED OR EXCEEDED THE VOTE REQUIRED.” (Sections 15677.3, 16903, and
If a vote of the members was required pursuant to Section 15677.3 or 17540.3, specify the outstanding interests of each
class which are entitled to vote on the conversion and the percentage of the vote required for each class. Attach
additional pages if necessary.
A Certificate of Conversion shall be executed and acknowledged with original signatures of those required to sign
consistent with their respective statutory provisions. See Sections 15677.6, 16903, and 17540.6. If a limited
partnership is converting, all general partners, unless a lesser number is provided in the Certificate of Limited
Partnership, shall sign. If a limited liability company is converting, all managers, unless a lesser number is provided in
the Article of Organization or operating agreement, shall sign. A facsimile or photocopy of the signature is not
acceptable for the purpose of filing with the Secretary of State.
All statutory references are to the California Corporations Code unless otherwise stated.