State Form 51574 - Articles Of Entity Conversion: Conversion Of A Corporation Into A Limited Liability Partnership
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ARTICLES OF ENTITY CONVERSION:
CONNIE LAWSON
Conversion of a Corporation into a Limited Liability Partnership
SECRETARY OF STATE
CORPORATE DIVISION
State Form 51574 (R2 / 4-12)
302 W. Washington Street, Rm. E018
Approved by State Board of Accounts, 2004
Indianapolis, IN 46204
Telephone: (317) 232-6576
INSTRUCTIONS:
1. Use 8 ½” x 11” white paper for attachments.
2. Present original and one (1) copy to the address in upper right corner of this form.
Indiana Code 23-1-18-3
3. Please TYPE or PRINT.
FILING FEE: $30.00
4. Please visit our office on the web at
ARTICLES OF CONVERSION
OF
____________________________________________________________________________
(hereinafter “Non-surviving Corporation”)
INTO
____________________________________________________________________________
(hereinafter “Surviving LLP”)
ARTICLE I: PLAN OF ENTITY CONVERSION
a.
Please set forth the Plan of Conversion, containing such information as required by Indiana Code 23-1-38.5-11 and Indiana Code 23-1-38.5-12,
attach herewith, and designate it as “Exhibit A.”
The following is information that must be included in the Plan of Entity Conversion: (please refer to Indiana Code 23-1-38.5-12 for a more complete
listing of requirements before submitting the plan).
A statement of the type of business entity that the surviving entity will be and, if it will be a foreign non-corporation, its jurisdiction of
organization;
The terms and conditions of the conversion;
The manner and basis of converting the shares of Non-surviving Corporation into the interests, securities, obligations, rights to acquire
interests or other securities of Surviving LLP following its conversion; and
The full text, as in effect immediately after the consummation of the conversion, of the organic document, if any, of Surviving LLP.
If, as a result of the conversion, one or more shareholders of Non-surviving Corporation would be subject to owner liability for debts,
obligations, or liabilities of any other person or entity, those shareholders must consent in writing to such liabilities in order for the Plan of
Merger to be valid.
b.
Please read and sign the following statement.
I hereby affirm under penalty of perjury that the plan of conversion is in accordance with the Articles of Incorporation and/or bylaws of Non-surviving
Corporation and is duly authorized by the shareholders of the Non-surviving Corporation as required by the laws of the State of Indiana.
Signature ________________________________ Printed Name ________________________________ Title ________________________________
ARTICLE II: NAME AND DATE OF INCORPORATION OF NON-SURVIVING CORPORATION
a.
The following is name of Non-surviving Corporation immediately before filing these Articles of Entity Conversion:
______________________________________________________________________________________________________________________
b.
The following is the date on which Non-surviving Corporation was incorporated in the State of Indiana (month, day, year): _____________________
ARTICLE III: NAME AND PRINCIPLE OFFICE OF SURVIVING LLP
a.
The name of Surviving LLP is:
__________________________________________________________________________________________________________________________
(Please note pursuant to Indiana Code 23-4-1-1, this name must include the words “Limited Liability Partnership”, “L.L.P.”, or “LLP”.)
(If Surviving LLP is a foreign LLP, then its name must adhere to the laws of the state in which it is domiciled.)
b.
The address of Surviving LLP’s Principal Office is the following:
Street Address (number and street)
City
State
ZIP Code
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