Secretary of State Business Programs Division th rd 1500 11 Street, 3 Floor Sacramento, CA 95814 Business Entities (916) 657-5448 Conversion of a California Limited Partnership into a California Stock Corporation A California limited partnership can be converted into a California stock corporation by filing Articles of Incorporation containing a statement of conversion. The attached sample meets the minimum statutory requirements for Articles of Incorporation containing a statement of conversion for a general stock corporation (see California Corporations Code commencing with sections 200, 1150 or 15911.01) and may be used as a guide in preparing documents. Modifications can be made to add permissive provisions and/or to meet the specific statutory requirements for a professional or close corporation. It is suggested that you seek private counsel for advice regarding the proposed corporation’s specific business needs. The Secretary of State does not provide a standardized form due to the many possible drafting variations. Where to File Documents can be delivered in person (drop off) between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday (excluding holidays) or mailed to the Sacramento office. The office location and mailing address are as follows: Sacramento Office Business Entities Section 1500 11th Street, 3rd Floor Sacramento, CA 95814 (916) 657-5448 Mailing Address Document Filing Support Unit P.O. Box 944260 Sacramento, CA 94244-2600 To facilitate the processing of documents mailed to our Sacramento office, a self-addressed envelope and a letter referencing the corporate name as well as your own name, return address and telephone number should also be submitted. Please refer to our Mail Processing Times webpage at http://www.sos.ca.gov/business/be/processing-times.htm for current mail processing www.sos.ca.gov/business/be/mail-processing-times.htm times. Note: Articles of Incorporation containing a statement of conversion are filed only in the Secretary of State’s Sacramento office. Fees The fee for filing Articles of Incorporation containing a statement of conversion is $150.00. A $15.00 special handling fee is applicable for processing documents delivered in person (drop off) to the Sacramento office. The special handling fee is in addition to the filing fee, should be included in a separate check, and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee in lieu of the special handling fee. Please refer to the Secretary of State's website at www.sos.ca.gov/business/be/service-options.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filings services are not applicable to documents submitted by mail. Secretary of State Information ARTS-CONV FROM CA LP TO CA STK (REV 01/2010) Page 1 of 2 Fees (continued) Payments for documents submitted:   by mail to Sacramento can be made by check or money order. in person (drop off) at the Sacramento office can be made by check, money order, cash, or credit card (Visa or MasterCard). Checks or money orders should be made payable to the Secretary of State. Copies The Secretary of State will certify up to two copies of the filed document(s) without charge, provided that the complete copies with any required attachments are submitted to the Secretary of State with the document(s) to be filed. Any additional copies submitted will be certified with payment of $8.00 per copy. Franchise Tax Requirements A general stock corporation is a taxable entity and subject each year to an $800 minimum franchise tax. Therefore, the corporation must file a return and pay the associated tax every year until the corporation is formally dissolved. For further information regarding franchise tax requirements, refer to the Franchise Tax Board’s website at www.ftb.ca.gov or call the Franchise Tax Board at: From within the United States (toll free)...................................................................... (800) 852-5711 From outside the United States (not toll free) ............................................................. (916) 845-6500 Automated Telephone Service - From within the United States (toll free).................. (800) 338-0505 Automated Telephone Service - From outside the United States (not toll free) ......... (916) 845-6600 Additional Information & Resources A Statement of Information (Form SI-200 C) is required to be filed with the Secretary of State within 90 days of filing the original Articles of Incorporation and annually thereafter during the applicable filing period. The applicable filing period is the calendar month during which the Articles of Incorporation were filed and the immediately preceding five calendar months. (California Corporations Code section 1502.) For faster processing, the required statement can be filed online at https://businessfilings.sos.ca.gov/. Alternatively, Form SI-200 C is available on the Secretary of State's website at www.sos.ca.gov/business/be/statements.htm and can be viewed, filled in and printed from your computer. All corporations are subject to state and federal tax laws and may be subject to additional requirements depending on the type of corporation and/or the type of business conducted. Please refer to our Business Resources webpage at www.sos.ca.gov/business/be/resources.htm for a list of other agencies you may need to contact to ensure proper compliance. Note: The Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation. Secretary of State Information ARTS-CONV FROM CA LP TO CA STK (REV 01/2010) Page 2 of 2 Conversion of a California Limited Partnership into a California Stock Corporation Instructions: Articles of Incorporation containing a statement of conversion must be drafted to include all the provisions required by the California Corporations Code. Articles of Incorporation may include other provisions as permitted under California law (e.g., the name and address of each initial director). The attached sample meets the minimum statutory requirements and should only be used as a guide in preparing Articles of Incorporation. The document should be typed with letters in dark contrast to the paper. Documents not suitable for reproduction will be returned unfiled. Note: The file date of Articles of Incorporation is generally the date the document complying with applicable law is received in the Secretary of State’s office. Article I: The articles must include a statement of the name of the corporation. Note: The name must be exactly as you want it to appear on the records of the California Secretary of State. Article II: This exact statement is required by the California Corporations Code and should not be altered. Article III: The articles must include a statement of the total number of shares the corporation will be authorized to issue. Note: Before shares of stock are sold or issued the corporation must comply with the Corporate Securities Law administered by the Department of Corporations. Information regarding permits to issue shares can be obtained from the Department of Corporation’s website at www.corp.ca.gov or by calling the Department of Corporations at (213) 573-7500. Article IV: The articles must include a statement of conversion. (California Corporations Code sections 1157 and 15911.06.) Note: If the class of interests entitled to vote or the percentage vote required is different from the sample, please refer to California Corporations Code section 15911.03, and modify the sample accordingly. The statement of conversion (and the articles) also must include (1) a statement of the address of the chief executive office of the converted corporation; and (2) the name, street address and the mailing address (if different form the street address) of the initial agent for service of process1 of the converted corporation.  If an individual is designated as agent, include the agent’s business or residential street address in California (a P.O. Box address is not acceptable). Please do not use “in care of” (c/o) or abbreviate the name of the city. Additional requirement: If different from the agent’s business or residential address, also include the agent’s mailing address.  If another corporation is designated as agent, include the mailing address of the designated corporation. Note: Before another corporation may be designated as agent, that corporation must have previously filed with the Secretary of State a certificate pursuant to California Corporations Code section 1505. A corporation cannot act as its own agent and no domestic or foreign corporation may file pursuant to Section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the California Secretary of State. Execution: The statement of conversion must be signed and acknowledged by all general partners of the California limited partnership, unless a lesser number is provided in the Certificate of Limited Partnership. (See California Corporations Code section 15901.02(a), for the definition of “acknowledge.”) If initial directors are named in the articles, each director must both sign and acknowledge the articles. Note: If initial directors are not named in the articles, the individual(s) executing the document is the incorporator(s) of the corporation. The name of each incorporator or initial director should be typed beneath their signatures. (See California Corporations Code section 200(b).) 1 An “agent for service of process” is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: The agent must agree to accept service of process on behalf of the corporation prior to designation. Secretary of State Instructions ARTS-CONV FROM CA LP TO CA STK (REV 01/2010) SAMPLE – Conversion of a California LP into a California Stock Corporation Articles of Incorporation With Statement of Conversion I The name of this corporation is (NAME OF CORPORATION) . II The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is __________________________________________ . IV (Statement of Conversion) The name of the converting California limited partnership is (NAME OF CALIFORNIA LP) . The limited partnership’s California Secretary of State file number is ___________________________________________ . The principal terms of the plan of conversion were approved by a vote of the partners, which equaled or exceeded the vote required under Section 15911.03. All general partners are required to approve the plan of conversion. There is one class of limited partners entitled to vote and the percentage vote required is a majority in interest of the limited partners. The limited partnership is converting into a California stock corporation. The mailing address of the corporation’s chief executive office is: Address ___________________________________________________________________________ City ___________________________________ State ____________ Zip ____________________ The name and street address of the corporation’s initial agent for service of process is: Name _____________________________________________________________________________ Address ___________________________________________________________________________ City ___________________________________ State CALIFORNIA Zip ____________________ The mailing address of the corporation’s initial agent for service of process is: Address ___________________________________________________________________________ City ___________________________________ State ____________ Zip ____________________ It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. (Signature of General Partner) (Typed Name of General Partner), General Partner of (NAME OF CALIFORNIA LP) and Incorporator (Signature of General Partner) (Typed Name of General Partner), General Partner of (NAME OF CALIFORNIA LP) and Incorporator If an individual is designated as the initial agent for service of process, include the agent’s business or residential street address in California (a P.O. Box address is not acceptable). If another corporation is designated as the initial agent for service of process, do not include the address of the designated corporation. This sample is only to be used as a guide in preparing Articles of Incorporation containing a statement of conversion. This sample meets the minimum statutory requirements; for other scenarios, refer to the California Corporations Code commencing with sections 200, 1150 and 15911.01. Secretary of State Sample ARTS-CONV FROM CA LP TO CA STK (REV 01/2010) Conversion of a California LP into a California Stock Corporation Articles of Incorporation With Statement of Conversion I The name of this corporation is II The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is __________________________________________ . IV (Statement of Conversion) The name of the converting California limited partnership is . The limited partnership’s California Secretary of State file number is ___________________________________________ . The principal terms of the plan of conversion were approved by a vote of the partners, which equaled or exceeded the vote required under Section 15911.03. All general partners are required to approve the plan of conversion. There is one class of limited partners entitled to vote and the percentage vote required is a majority in interest of the limited partners. The limited partnership is converting into a California stock corporation. The mailing address of the corporation’s chief executive office is: Address ___________________________________________________________________________ City ___________________________________ State ____________ Zip ____________________ The name and street address of the corporation’s initial agent for service of process is: Name _____________________________________________________________________________ Address ___________________________________________________________________________ City ___________________________________ State CALIFORNIA Zip ____________________ The mailing address of the corporation’s initial agent for service of process is: Address ___________________________________________________________________________ City ___________________________________ State ____________ Zip ____________________ It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. , General Partner of and Incorporator , General Partner of and Incorporator If an individual is designated as the initial agent for service of process, include the agent’s business or residential street address in California (a P.O. Box address is not acceptable). If another corporation is designated as the initial agent for service of process, do not include the address of the designated corporation. This sample is only to be used as a guide in preparing Articles of Incorporation containing a statement of conversion. This sample meets the minimum statutory requirements; for other scenarios, refer to the California Corporations Code commencing with sections 200, 1150 and 15911.01. Secretary of State ARTS-CONV FROM CA LP TO CA STK (REV 01/2010)