Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Limited Liability Companies California Tax Information Registration of a limited liability company (LLC) with the California Secretary of State (SOS) will obligate an LLC that is not taxed as a corporation to pay to the Franchise Tax Board (FTB) an annual minimum tax of $800 and a fee based on the annual total income of the entity. The tax and fee are required to be paid for the taxable year of registration and each taxable year, or part thereof, until a Certificate of Cancellation is filed with the SOS. (California Revenue and Taxation Code sections 17941 and 17942.) An LLC is not subject to the taxes and fees imposed by Revenue and Taxation Code sections 17941 and 17942 if the LLC did no business in California during the taxable year and the taxable year was 15 days or less. (California Revenue and Taxation Code section 17946.) An LLC that is taxed as a corporation is obligated to pay to the FTB an annual minimum tax of $800, and generally determines its California income under the Corporation Tax Law commencing with California Revenue and Taxation Code section 23001. PLEASE NOTE: A domestic nonprofit LLC is a taxable entity and subject to the tax requirements stated above unless the LLC has applied for tax-exempt status and the FTB determines the LLC qualifies for tax-exempt status. Therefore, until such a determination is made, a nonprofit LLC must file a tax return and pay the associated tax (and, if applicable, the fee) every year until the LLC is formally cancelled. If the LLC intends to seek tax exempt status: At the time of filing its Articles of Organization with the SOS, the LLC must include, in an attachment to that document, additional statements as required by the law under which the LLC is seeking exemption. Please refer to the FTB's Exemption Application Booklet (FTB 3500 Booklet) for information regarding the required statements and for suggested language. After filing its Articles of Organization with the SOS, the LLC may apply for tax-exempt status by mailing an Exemption Application (Form FTB 3500), along with a copy of the filed Articles of Organization and all other required supporting documentation, to the FTB, P.O. Box 942857, Sacramento, California 94257-0501. The FTB 3500 Booklet and Form FTB 3500 can be accessed from the FTB's website at https://www.ftb.ca.gov or can be requested by calling the FTB at 1-800-338-0505. For further information regarding franchise tax exemption, refer to the FTB's website or call the FTB at (916) 845-4171. For further information regarding franchise tax requirements, please contact the FTB at: From within the United States (toll free) ................................................................................................(800) 852-5711 From outside the United States (not toll free) ........................................................................................(916) 845-6500 Automated Service - From within the United States (toll free)...............................................................(800) 338-0505 Automated Service - From outside the United States (not toll free) ......................................................(916) 845-6600 Professional Services Information A domestic or foreign LLC may not render professional services. (Corp. Code § 17701.04.) "Professional services" are defined in California Corporations Code sections 13401(a) and 13401.3 as: Any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act. If your business is required to be licensed, registered or certified, you should contact the appropriate licensing authority before filing with the SOS in order to determine whether your services are considered professional. LLC Info (Rev. 01/2014) American LegalNet, Inc. www.FormsWorkFlow.com California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 LLC-1A File # State of California Secretary of State Limited Liability Company Articles of Organization - Conversion IMPORTANT -- Read all instructions before completing this form. Converted Entity Information 1. Name of Limited Liability Company (The name must include the words Limited Liability Company or the abbreviations LLC or L.L.C. The words Limited and Company may be abbreviated to Ltd. and Co., respectively.) This Space For Filing Use Only 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. 3. The limited liability company will be managed by (check only one): One Manager More Than One Manager City All Limited Liability Company Member(s) State CA 5. Initial Mailing Address of Limited Liability Company, if different from Item 4 City State Zip Code Zip Code 4. Initial Street Address of Limited Liability Company's Designated Office in CA 6. Initial Agent for Service of Process: Item 6a: List the name of an individual or a corporation registered in CA under California Corporations Code section 1505 that agrees to be your agent for service of process. You may not list the converted entity as the agent. Item 6b: If the agent is an individual, list the agent's CA business or residential street address. Item 6c: If the agent is an individual and the converting entity is a CA corporation, limited partnership or general partnership, list the the agent's mailing address. Do not list an address if the agent is a CA registered corporate agent as the address for service of process is already on file. a. Name of Agent For Service of Process b. If an individual, Street Address of Agent for Service of Process - Do not list a P.O. Box c. If an individual, Mailing Address of Agent for Service of Process City City State CA State Zip Code Zip Code Converting Entity Information 7. Name of Converting Entity 8. Form of Entity 9. Jurisdiction 10. CA Secretary of State File Number, if any 11. The principal terms of the plan of conversion were approved by a vote of the number of interests or shares of each class that equaled or exceeded the vote required. If a vote was required, the following was required for each class: The class and number of outstanding interests entitled to vote. AND The percen