Syndicate Legal Advisory Services prepares the complete set of documents required to convert an existing business entity — a limited liability company, limited partnership, limited liability partnership, general partnership, cooperative, or corporation — into any other entity form, 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 old one. Working from the client’s answers to a structured intake and from the entity’s existing records, we draft, assemble, and organize the plan of conversion and the owner approvals, the state filings, the governing documents of the converted entity, the ownership-exchange documents, the tax-election and 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 current and destination entity forms and the reasons for the change (outside financing, an equity plan, pass-through or corporate taxation, a liability objective, a professional or cooperative structure, an investor or acquirer requirement, or a change of domicile); the states involved and whether the conversion includes a redomestication; the method available and its consequences for continuity of existence, contracts, and the employer identification number; the current owners and the ownership of the converted entity; the management structure of the converted entity; the tax classification before and after and the tax consequences of the conversion, stated at the outset because they are often decisive; and the third-party consents the entity’s contracts, loans, leases, licenses, and permits require.
Review of existing records — review of the formation document, the governing agreement (operating, partnership, or cooperative agreement, or bylaws and shareholders’ agreement) and its amendment and conversion provisions, the ownership ledger and capitalization table, any equity plan and outstanding awards, prior consents, the foreign registrations, and the material contracts for anti-assignment, change-of-form, and change-of-control provisions, with a written summary of the approvals required, the thresholds that apply, and the consents to be obtained.
Plan of conversion and owner approvals — the plan of conversion (or agreement and plan of merger, or asset transfer agreement) setting out the terms, the conversion of each class of interest into interests of the converted entity, the treatment of options, profits interests, and convertible instruments, the new governing documents, and the effective time; the resolutions of the managers, general partners, or board approving the plan; the owner approval by the vote the statute and the governing agreement require, including class votes where a class is affected differently and the member approval a cooperative statute requires; the dissenters’ or appraisal-rights procedures the state provides; the consents required by protective provisions; and 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 in the form the state requires, or the certificate of merger and formation document, or the formation document and the articles of dissolution or cancellation of the old entity; the parallel filings in both states on a redomestication; the registered agent appointment; publication notices where required; the tax-clearance, franchise-tax, and final-report filings the state requires before it will accept the conversion; the withdrawal of the old entity’s foreign registrations and the new registrations of the converted entity in each state where the business operates; and the assumed-name filings carried over.
Governing documents of the converted entity — drafted for the converted entity’s specific structure and carrying forward the economic and governance arrangements the owners intend to keep: for an LLC, a custom operating agreement; for a corporation, articles with the capital structure and optional provisions, custom bylaws, and a shareholders’ agreement or founder vesting documents, with S-corporation safeguards where that election is made; for a limited partnership, the limited partnership agreement and the general partner entity’s documents; for a limited liability partnership, the partnership agreement and the statement of qualification with any licensing-board registration; for a general partnership, the partnership agreement and a written acknowledgment that the conversion ends limited liability; and for a cooperative, articles and bylaws with the membership, voting, and patronage provisions the cooperative statute requires.
Ownership-exchange documents — the cancellation of the old interests and the issuance of the new ones, the ledger of the converted entity, certificates where certificated, the securities-law exemption documentation and any state notice filing for the issuance, the assumption, conversion, or termination of equity awards with the holder notices and consents, Section 83(b) election materials where unvested interests are issued, and the updated capitalization table.
Tax elections and reporting documents — the documentation of the tax treatment under the method used, prepared for review by the client’s tax adviser, whose sign-off the engagement requires before filing: tax-free incorporation of an LLC or partnership under Section 351 and the Revenue Ruling 84-111 alternatives; the taxable deemed liquidation when a corporation converts to a partnership-taxed entity, and the F-reorganization alternative of an LLC electing corporate classification; the continuation of a partnership on conversion among partnership forms; the Subchapter T consequences of converting to or from a cooperative; the Form 8832 and Form 2553 elections, revocations, or continuations; the determination of whether a new employer identification number is required; the final and first returns; the state tax account transfers; and the qualified-small-business-stock consequences where relevant.
Deliverable: a complete, indexed conversion record (electronic and hard copy) containing the plan of conversion and approvals, the dissenters’-rights file where applicable, the filed or file-ready state filings, the executed governing documents, 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.