Syndicate Legal Advisory Services prepares the complete set of documents required to convert an existing corporation — a C corporation or an S corporation — into a limited liability company, a limited partnership, a general partnership, or another corporate form (a benefit corporation, a professional corporation, a nonprofit corporation, or a corporation of another state by redomestication), in any U.S. state, by the method the state’s law and the client’s objectives make available: a statutory conversion where the state permits it, a merger into a newly formed entity, or a transfer of assets to a new entity followed by dissolution of the corporation. Working from the client’s answers to a structured intake and from the corporation’s existing records, we draft, assemble, and organize the plan of conversion and the board and shareholder approvals, the articles or certificate of conversion and the related state filings, the governing documents of the converted entity, the ownership-exchange documents, the tax-election and tax-reporting documents, the third-party consents and transfer documents, and the post-conversion compliance calendar, so the conversion is completed correctly, the converted entity is governed by documents that reflect its new form, and the business’s contracts, licenses, accounts, and tax attributes carry over without interruption. State filing fees, registered-agent fees, publication costs, tax-clearance fees, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Conversion planning and intake — a structured intake and written summary confirming the destination entity and the reasons for the conversion (pass-through taxation, a simpler governance structure, the unwinding of a corporate form that no longer fits the business, an investor or acquirer requirement, a change in the owners’ roles, a professional-practice or mission-driven purpose, or a change of domicile), the state of the corporation and the state of the converted entity, the method available and its consequences for continuity of existence, contracts, and the employer identification number, the current shareholders and their shares and the ownership of the converted entity, the management structure of the converted entity, the tax classification before and after conversion and — stated at the outset because it is usually decisive — the tax consequences of the conversion, and the third-party consents the corporation’s contracts, loans, leases, licenses, and permits require.
Plan of conversion and corporate approvals — the plan of conversion (or the agreement and plan of merger, or the asset transfer agreement, depending on the method) setting out the terms of the conversion, the conversion of each class of shares into the ownership interests of the converted entity, the treatment of outstanding options, warrants, convertible securities, and unvested restricted stock, the governing documents of the converted entity, and the effective time; the board resolutions approving and recommending the plan; the notice of the shareholder meeting or the solicitation of written consents, with the information statement or disclosure the shareholders are entitled to; the shareholder approval by the vote the state statute, the charter, and any shareholders’ agreement require (including separate class votes where a class is affected differently); the notice to non-consenting shareholders and the dissenters’ or appraisal-rights procedures the state provides, including the demand, payment, and valuation mechanics where any shareholder dissents; the preferred-stock or investor consents required by protective provisions; and the related spousal consents where community-property rules apply.
State conversion filings — preparation of the articles or certificate of conversion and the formation document of the converted entity (articles or certificate of organization, certificate of limited partnership, statement of partnership authority, or the articles of the new corporate form) in the form the state requires, or the certificate of merger and the formation document for a merger-method conversion, or the formation document and the articles of dissolution of the corporation for an asset-transfer conversion; the certificate of conversion and the new formation document in the destination state for a redomestication, with the corresponding filing in the departing state; the registered agent appointment; the publication notices where the state requires them; the tax-clearance, franchise-tax, and final-report filings the state requires before it will accept the conversion; the withdrawal of the corporation’s foreign qualifications and the new foreign qualifications of the converted entity in each state where the business operates; and the assumed-name filings carried over to the new entity.
Ownership-exchange documents — the cancellation of the shares and the issuance of the membership interests, partnership interests, or new shares of the converted entity, the interest or stock ledger of the converted entity, the certificates where certificated, the securities-law exemption documentation and any state notice filing for the issuance, the assumption or conversion of the equity incentive plan and outstanding awards (or their cash-out or termination) with the award-holder notices and consents, the Section 83(b) election materials where unvested interests are issued, and the updated capitalization table.
Third-party consents and transfer documents — the consent requests and consent forms for lenders, landlords, licensors, customers, and vendors whose contracts require them, the notices to counterparties whose contracts require notice but not consent, the assignment and assumption agreements for contracts that do not transfer automatically under the method used, the transfers or re-issuances of business licenses, permits, and professional registrations, the updates to bank accounts, merchant accounts, insurance policies, intellectual-property registrations, real-property title and recorded documents, vehicle titles, and domain registrations, and the employee notices and benefit-plan and payroll-account updates, including the plan amendments an equity or retirement plan requires when the sponsor changes form.
Post-conversion compliance toolkit — a compliance calendar and template set for the converted entity’s recurring obligations: the annual meetings or consents, the annual or biennial reports and franchise taxes in each state, the registered-agent renewals, the state tax filings, the beneficial ownership information filing or update under the Corporate Transparency Act where the entity is subject to it under the rules in effect at conversion, the benefit-report or nonprofit-reporting obligations where applicable, and the governing-document amendment procedures, together with a one-page summary of the formalities the owners should observe in the new form.
Deliverable: a complete, indexed conversion record (electronic and hard copy) containing the plan of conversion and the board and shareholder approvals, the dissenters’-rights file where applicable, the filed or file-ready state filings, the executed governing documents of the converted entity, the ownership-exchange documents and updated capitalization table, the tax election and reporting documents, the consent and transfer documents, the compliance filings, and the compliance calendar, with a filing checklist and signature-ready versions of each document for execution by the directors, officers, and shareholders and by the members, managers, or partners of the converted entity.