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.
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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
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
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
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