March 26, 2023

Volume XIII, Number 85

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March 24, 2023

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March 23, 2023

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What Is The Difference Between A Statement Of Conversion And A Certificate Of Conversion?

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited liability company".  Cal. Corp. Code § 17710.02(a).   In providing for these conversions, the CARULLCA refers in various statutes to a "statement of conversion" and a "certificate of conversion".   Although these two terms are similar, they refer to different documents.   

Whether a "statement of conversion" or a "certificate of conversion" is required depends upon what the California LLC is converting into.  If it converting into a domestic limited partnership, a domestic partnership, or a domestic corporation, a statement of conversion must be completed on the applicable document filed with the Secretary of State (i.e., the certificate of limited partnership, statement of partnership, or articles of incorporation.  Cal. Corp. Code § 17710.04(a)(2) & 17710.06(a)(1)-(3).  If the California LLC is converting into a foreign LLC or foreign other business entity, a certificate of conversion must be filed.  Cal. Corp. Code § 17710.06(a)(4).   The Secretary of State's form of certificate of conversion is available here.  The filing fee is currently $70.  

© 2010-2023 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XIII, Number 20
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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