Section 17540.6.  


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  • (a) Upon conversion of a limited liability company:

    (1) If the limited liability company is converting into a domestic limited partnership, a statement of conversion shall be completed on the certificate of limited partnership for the converted entity.

    (2) If the limited liability company is converting into a domestic partnership, a statement of conversion shall be completed on the statement of partnership authority for the converted entity, or if no statement of partnership authority is filed then a certificate of conversion shall be filed separately.

    (3) If the limited liability company is converting to a domestic corporation, a statement of conversion shall be completed on the articles of incorporation for the converted entity.

    (4) If the limited liability company is converting into a foreign limited liability company or foreign other business entity, a certificate of conversion shall be filed with the Secretary of State.

    (b) Any certificate or statement of conversion shall be executed and acknowledged by all of the managers, unless a lesser number is provided in the articles of organization or the operating agreement of the converting limited liability company, and shall set forth all of the following:

    (1) The name and the Secretary of State's file number of the converting limited liability company.

    (2) A statement that the principal terms of the plan of conversion were approved by a vote of the members, which equaled or exceeded the vote required under Section 17540.3, specifying each class entitled to vote and the percentage vote required of each class.

    (3) The form of organization of the converted entity.

    (c) The filing with the Secretary of State of a certificate of conversion or an organizational document containing a statement of conversion as set forth in subdivision (a) shall have the effect of the filing of a certificate of cancellation by the converting limited liability company and no converting limited liability company that has made the filing is required to file a certificate of dissolution or a certificate of cancellation under Section 17356 as a result of that conversion.

(Amended by Stats. 2002, Ch. 480, Sec. 25. Effective January 1, 2003. Repealed as of January 1, 2014, pursuant to Section 17657. Thereafter, see Title 2.6, commencing with Section 17701.01.)