Statement Of Partnership Authority Conversion Form. This is a California form and can be use in General Partnerships Secretary Of State.
Tags: Statement Of Partnership Authority Conversion, GP-1A, California Secretary Of State, General Partnerships
Instructions for Completing the Statement of Partnership Authority - Conversion (Form GP-1A) Where to File: For easier completion, this form is available on the California Secretary of State's website at www.sos.ca.gov/business-programs/business-entities/forms and can be completed online and printed to mail. The completed form can be mailed to Secretary of State, Business Entities, P.O. Box 944225, Sacramento, CA 94244-2250 or delivered in person (drop off) at the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office. Legal Authority: Statutory provisions for conversion purposes are found in the California Corporations Code commencing with sections 1150, 3300, 15911.01, 16901 and 17710.01. All statutory references are to the California Corporations Code, unless otherwise stated. Note: If the converting entity is a domestic (California) limited partnership, signing Form GP-1A constitutes an affirmation under penalty of perjury that the facts stated in the document are true. (Section 15902.08(b).) Form GP-1A may be used for the following conversions: Any California or foreign corporation, California or foreignlimited liability company, California or foreign limited partnership, or foreign other business entity converting into aCalifornia general partnership.The conversion may be effected ONLY if: (1) the laws of the converting entity and converted entity expressly permitthe creation of that converted entity pursuant to a conversion; and (2) the conversion complies with all otherapplicable California and foreign laws.Fees: If a California corporation is the converting entity, the filing fee is $150.00. For all other conversions, the filing fee is $70.00. A non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of the special handling fee. For detailed information about preclearance and expedited filing services, go to www.sos.ca.gov/business-programs/business-entities/service-options. Payment for special handling or preclearance and expedited filing services should be made in a separate check. These services are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State. Copies: Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5.00 certification fee at the time of submission. To get additional copies, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy. Complete the Statement of Partnership Authority - Conversion (Form GP-1A) as follows: Item 1. Enter the exact name of the general partnership (the 223converted entity224). (Section 16303.) Item 2. Enter the complete street address of the chief executive office of the general partnership. Please do not enter a P.O. Box address or abbreviate the name of the city. (Section 16303.) Item 3. If any, and if different from Item 2, enter the complete street address of an office in California. Please do not enter a P.O. Box address or abbreviate the name of the city. (Section 16303.) Item 4. If different from Items 2 or 3, enter the mailing address of the chief executive office. Please do not abbreviate the name of the city. (Section 16303.) Items 5a-5c. If the converting entity is a California corporation or limited partnership: 5a: Enter the name of the general partnership's initial agent for service of process. (Sections 1155, 3304, 15911.06, 16309 and 17710.06.) An agent is an individual, whether or not affiliated with the general partnership, who resides in California or California registered corporate agent designated to accept service of process if the general partnership is sued. The agent should agree to accept service of process on behalf of the general partnership prior to designation. If a California registered corporate agent is designated as agent for service of process, that corporation must have previously filed with the California Secretary of State, a certificate pursuant to California Corporations Code section 1505. Note: A general partnership cannot act as its own agent and no California 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. 5b: If an individual is designated as the agent for service of process, enter the agent222s business or residential street address in California. (Section 16309.) Please do not use a P.O. Box address, and do not enter 223in care of224 (c/o) or abbreviate the name of the city. Do not complete Item 5b if a California registered corporate agent is designated as the agent as the address for service of process is already on file. 5c: If an individual is designated as the agent for service of process, enter the agent222s mailing address. Please do not abbreviate the name of the city. Do not complete Item 5c if a California registered corporate agent is designated as the agent as the address for service of process is already on file. GP-1A INSTRUCTIONS (REV 1/201) PAGE 1 OF 2 American LegalNet, Inc. www.FormsWorkFlow.com GP-1A Instructions Page 2 of 2Item 6. Enter the full names of all partners who are authorized to execute instruments transferring real property held in the name of the partnership. Attach additional pages, if necessary. (Section 16303.) Items Pursuant to Section 16303, the partnership must provide either of the following: (Item 7) the names and 7 & 8. mailing addresses of all of the partners; or (Item 8) the name and mailing address of an agent appointed and maintained by the partnership to provide the names and mailing addresses of all the partners pursuant to the provisions of Section 16303(b). Item 9. Enter the exact name of the converting entity. Item 10. Enter the form of the converting entity (i.e., corporation, limited liability company, limited partnership, etc.) Item 11. Enter the jurisdiction (state, country or other place) in which the converting entity was formed or organized. Item 12. Enter the file number issued to the converting entity by the California Secretary of State, if any. Item 13. This statement is required by statute and must not be altered. If a vote was required pursuant to the applicable law, specify the class and the number of outstanding interests of each class entitled to vote on the conversion and the percentage vote required for each class. Attach additional pages, if necessary. Item 14. Attach any other information to be included in the Statement of Partnership Authority of the converted entity, provided that the information is not inconsistent with law. Also, attach additional conversion information required by the laws of the jurisdiction of the converting entity, if any. Item 15. Form GP-1A must be signed under penalty of perjury (Section 16105(c)), and as required by the applicable statutes of the converting entity, as follows: If the converting entity is a California corporation: Form GP-1A must be signed and acknowledgedby the chairman of the board, the president or any vice president AND the secretary, the chief financialofficer, the treasurer or any assistant secretary or assistant treasurer. (Sections 1155(b) and 3304(b).)If the converting entity is a California limited liability company: Form GP-1A must be signed andacknowledged by all the members of a member-managed limited liability company or all managers of amanager-managed limited liability company, unless a lesser number is provided in the articles oforganization or the operating agreement. (Section 17710.06(b).) If the converting entity is a California limited partnershi