Articles Of Organization With Statement Of Conversion Template for United States

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Key Requirements PROMPT example:

Articles Of Organization With Statement Of Conversion

"I need Articles of Organization with Statement of Conversion to convert my California-based medical practice from a professional corporation to an LLC by March 2025, ensuring compliance with state healthcare provider regulations and maintaining all current licenses and certifications."

Document background
Articles of Organization with Statement of Conversion serve as a crucial document when businesses seek to change their legal structure while maintaining operational continuity. This document is particularly useful when converting corporations, partnerships, or other business entities into LLCs in United States jurisdictions. The document includes essential information about the converting entity, the new LLC structure, management arrangements, and registered agent details. It must be filed with the appropriate state authority and comply with both conversion regulations and LLC formation requirements. The combined format streamlines what would otherwise be two separate filing processes.
Suggested Sections

1. Article 1: Entity Name and Type: Specifies the name of the LLC and confirms compliance with state naming requirements

2. Article 2: Original Entity Information: Details about the entity being converted, including its original form and jurisdiction

3. Article 3: Registered Agent and Office: Designation of registered agent and physical address in the state

4. Article 4: Purpose: Statement of business purpose and permitted activities

5. Article 5: Duration: Period of existence (perpetual or specified term)

6. Article 6: Management Structure: Specification of member-managed or manager-managed structure

Optional Sections

1. Article 7: Additional Provisions: Special provisions for operation, voting, or dissolution - used when specific operational requirements need to be documented

2. Article 8: Series LLC Provisions: Provisions for establishing series within the LLC - used when forming a Series LLC in states that permit them

3. Article 9: Professional Service Provisions: Special provisions for professional service LLCs - used when forming a professional service LLC

Suggested Schedules

1. Schedule A: Member Information: List of initial members and their ownership interests

2. Schedule B: Asset Transfer Schedule: Detailed list of assets being transferred from original entity

3. Appendix A: Plan of Conversion: Detailed plan outlining the conversion process and timeline

4. Appendix B: Member/Shareholder Approval: Documentation of required approvals for conversion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Professional Services

Real Estate

Technology

Manufacturing

Retail

Relevant Teams

Legal

Finance

Operations

Corporate Governance

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Business Owner

Corporate Secretary

General Counsel

Industries

State-Specific LLC Laws: Primary state legislation governing Limited Liability Companies, including specific filing requirements, procedures, and regulations regarding business entity conversion in the respective state

Federal Tax Laws: Internal Revenue Code provisions and IRS regulations related to business entity conversion and its tax implications

Securities Regulations: Securities Act of 1933 and state-specific securities regulations (Blue Sky Laws) that may apply to the conversion process

Original Entity Laws: Legal framework governing the original business entity structure and its conversion requirements

Target Entity Structure Laws: Legal requirements and regulations specific to the target entity structure post-conversion

State Filing Requirements: Specific state requirements for conversion documentation, filing fees, and tax clearance requirements

Registered Agent Requirements: State-specific rules regarding registered agent designation and maintenance

Operating Agreement Requirements: Legal requirements for creating and maintaining operating agreements in the converted entity

Name Regulations: State rules regarding business name availability, reservation, and compliance requirements

Notice Requirements: State-specific requirements for notifying stakeholders, creditors, and relevant parties about the conversion

Creditor Protection Laws: Legal provisions ensuring protection of creditor rights during and after the conversion process

Approval Requirements: Legal requirements for obtaining member, shareholder, or stakeholder approval for the conversion

Business License Transfer: Regulations governing the continuation or transfer of business licenses and permits during conversion

Contract Transfer Provisions: Legal framework governing the transfer of employment contracts and other business agreements during conversion

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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