Legal Question in Business Law in California

My CA LLC is planning to convert to a DE C Corporation. Other than the DE Articles of Incorporation and Certificate of Conversion, do I need any other documentation? Do I need a some sort of conversation agreement or memorandum that shows the conversion of the membership units of the LLC to shares of the new corporation. Thanks.


Asked on 6/03/11, 12:27 pm

3 Answers from Attorneys

Anthony Roach Law Office of Anthony A. Roach

You should repost this question in the Delaware category, for Delaware attorneys to answer.

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Answered on 6/03/11, 12:49 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Delaware law will largely govern, but be sure to let the California Secretary of State know that the California LLC has been converted. Use Form CONV-1A. Filing fee is $30.

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Answered on 6/03/11, 1:03 pm
Shawn Jackson The Jackson Law Firm, P.C.

Well, I am assuming that you are (1) forming the Delaware Corporation for some solid reason and (2) you will still continue to "do business" in California and that (3) you will be dissolving the California LLC...to what perceived benefit. Even though you can certainly dissolve the California LLC and form a Delaware Corporation, the real question is "why" you would be considering this strategy. I would need more facts to offer an articluate answer.

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Answered on 6/03/11, 1:04 pm


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