Delaware Division of Corporations 401 Federal Street – Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Conversion from a Delaware or Non-Delaware Partnership to a Delaware Limited Liability Company Dear Sir or Madam: Enclosed please find a form for a Certificate of Conversion from a Delaware or Non-Delaware Partnership to a Delaware Limited Liability Company. The fee to file the Certificate of Conversion is $90.00. Also, enclosed please find a form for a Certificate of Formation that is required to be filed simultaneously with the Certificate of Conversion. The fee for filing the Certificate of Formation is $90.00. Please submit the filing with 1 cover sheet with Conversion first. You will receive a stamped “filed” copy of your document. If you would like a certified copy it will be an additional $60.00. ($30.00 for the Conversion and $30.00 for the Formation) Expedited services are available please contact our office concerning these fees. Delaware entities converting to any other nonDelaware or domestic entity must also pay all applicable taxes. Please contact our Franchise Tax Department for assistance. Please make any check payable to “Delaware Secretary of State”. In order to process your request in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. For your convenience a cover sheet is available at the following link. http://corp.delaware.gov/filingmemo.pdf. Please make sure you thoroughly complete all information requested on these forms. It is important that the execution be legible, we request that you print or type your name under the signature line. Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please don’t hesitate to call us at (302) 7393073. Sincerely, Department of State Division of Corporations Rev 09/05 American LegalNet, Inc. www.FormsWorkflow.com STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A PARTNERSHIP TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY ACT 1.) The jurisdiction where the Partnership first formed is ______________________________________________. 2.) The jurisdiction immediately prior to filing this Certificate is______________. 3.) The date the Partnership first formed is________________________________. 4.) The name of the Partnership immediately prior to filing this Certificate is ________________________________________________________________. 5.) The name of the Limited Liability Company as set forth in the Certificate of Formation is _____________________________________________________. IN WITNESS WHEREOF, the undersigned have executed this Certificate on the ___________day of _________________, A.D._______________. By:____________________________ Authorized Person Name:____________________________ Print or Type American LegalNet, Inc. www.FormsWorkflow.com STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION • First: The name of the limited liability company is ___________________________ ____________________________________________________________________ • Second: The address of its registered office in the State of Delaware is _______________________________ in the City of ________________________ Zip Code________________. The name of its Registered agent at such address is _________________________ ____________________________________________________________________. • Third: (Insert any other matters the members determine to include herein.) In Witness Whereof, the undersigned have executed this Certificate of Formation this __________ day of ______________, 20_______. By:_____________________ Authorized Person(s) Name:____________________ Typed or Printed American LegalNet, Inc. www.FormsWorkflow.com