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Conversion From Limited Liability Company To Domestic Corporation Form. This is a Minnesota form and can be use in Limited Liability Companies Secretary Of State.
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Tags: Conversion From Limited Liability Company To Domestic Corporation, Minnesota Secretary Of State, Limited Liability Companies
STATE OF MINNESOTA
SECRETARY OF STATE
CONVERSION HANDOUT
Below is the Filing and Statute information needed for filing a Conversion by a Domestic
Corporation to a Limited Liability Company or by a Limited Liability Company to a
Domestic Corporation.
FILING INFORMATION:
•
Articles and Plan of Conversion (See Statute Reference below for
Requirements needed)
•
Articles of Incorporation or Articles of Organization of the Converted
Organization
•
Must be signed on behalf of the converting company
•
Filing Fee of $35.00 payable to the MN Secretary of State
FILE IN-PERSON OR MAIL TO:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
(Staffed 8:00 - 4:00, Monday - Friday, excluding holidays)
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STATUTE REFERENCE:
322B.78 CONVERSION
A domestic limited liability company that is not a nonprofit limited liability
company may convert to a domestic corporation pursuant to sections 302A.681 to
302A.691.
History:
2004 c 199 art 14 s 50; 2008 c 233 art 3 s 5
302A.681 CONVERSION OF CORPORATIONS AND LIMITED LIABILITY
COMPANIES
Subdivision 1.Conversions authorized.
A corporation may become a domestic limited liability company, and a
domestic limited liability company may become a corporation, in each case
pursuant to a plan of conversion.
Subd. 2.Certain definitions.
(a) For purposes of sections 302A.681 to 302A.691, the words, terms, and
phrases in paragraphs (b) to (h) have the meanings given them.
(b) "Articles of organization" has the same meaning as it does under section
322B.03, subdivision 6.
(c) "Board of governors" has the same meaning as it does under section
322B.03, subdivision 7.
(d) "Class," when used with reference to membership interests, has the same
meaning as it does under section 322B.03, subdivision 10.
(e) "Governor" has the same meaning as it does under section 322B.03,
subdivision 24.
(f) "Member" has the same meaning as it does under section 322B.03,
subdivision 30.
(g) "Membership interest" has the same meaning as it does under section
322B.03, subdivision 31.
(h) "Series," when used with reference to membership interests, has the same
meaning as it does under section 322B.03, subdivision 44.
History:
2004 c 199 art 14 s 23
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302A.683 PLAN OF CONVERSION
A plan of conversion must contain:
(1) the name of the converting organization;
(2) the name of the converted organization;
(3) whether the converted organization is a corporation or a limited liability
company;
(4) the terms and conditions of the proposed conversion;
(5) the manner and basis of converting each ownership interest in the
converting organization into ownership interests in the converted organization or,
in whole or in part, into money or other property;
(6) a copy of the proposed articles of incorporation or articles of organization
of the converted organization; and
(7) any other provisions with respect to the proposed conversion that are
deemed necessary or desirable.
History:
2004 c 199 art 14 s 24
302A.685 PLAN APPROVAL
Subdivision 1.Board approval; notice to owners.
A resolution containing the plan of conversion must be approved by the
affirmative vote of a majority of the directors or governors present at a meeting of
the board of directors or the board of governors of the converting organization and
must then be submitted at a regular or a special meeting to the owners of the
converting organization. Written notice must be given to every owner of the
converting organization, whether or not entitled to vote at the meeting, not less
than 14 days nor more than 60 days before the meeting, in the manner provided in
section 302A.435 for notice of a meeting of shareholders or in the manner provided
in section 322B.34 for notice of a meeting of members. The written notice must
state that a purpose of the meeting is to consider the proposed plan of conversion.
A copy or short description of the plan of conversion must be included in or
enclosed with the notice.
Subd. 2.Approval by owners.
At the meeting, a vote of the owners must be taken on the proposed plan. The
plan of conversion is adopted when approved by the affirmative vote of the holders
of a majority of the voting power of all shares or membership interests entitled to
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vote. A class or series of shares or membership interests is entitled to vote as a
class or series on the approval of the plan.
History:
2004 c 199 art 14 s 25
302A.687 ARTICLES OF CONVERSION
Subdivision 1.Contents of articles.
Upon receiving the approval required by section 302A.685, articles of
conversion must be prepared that contain:
(1) the plan of conversion;
(2) the name of the converting organization immediately before the filing of
the articles of conversion and the name to which the name of the converting
organization is to be changed, which shall be a name that satisfies the laws
applicable to the converted organization;
(3) the type of organization that the converted organization will be;
(4) a statement that the plan of conversion has been approved by the
converting organization under section 302A.685; and
(5) a copy of the articles of incorporation or the articles of organization of the
converted organization.
Subd. 2.Articles signed, filed.
The articles of conversion must be signed on behalf of the converting
organization and filed with the secretary of state. Filing of the articles of
conversion is also deemed to be a filing with the secretary of state of the articles of
incorporation or the articles of organization of the converted organization.
Subd. 3.Certificate.
The secretary of state shall issue a certificate of conversion and a certificate of
incorporation or a certificate of organization to the converted organization or its
legal representative.
History:
2004 c 199 art 14 s 26
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302A.689 ABANDONMENT OF CONVERSION
Subdivision 1.By shareholders or plan.
After a plan of conversion has been approved by the owners entitled to vote on
the approval of the plan as provided in section 302A.685, and before the effective
date of the plan, it may be abandoned:
(1) if the owners of the converting organization entitled to vote on the
approval of the plan as provided in section 302A.685 have approved the
abandonment at a meeting by the affirmative vote of the holders of a majority of
the voting power of the shares or membership interests entitled to vote;
(2) if the plan itself provides for abandonment and all conditions for
abandonment set forth in the plan are met; or
(3) pursuant to subdivision 2.
Subd. 2.By board.
A plan of conversion may be abandoned, before the effective date of the plan,
by a resolution of the board of directors or the board of governors of the converting
organization abandoning the plan of conversion approved by the affirmative vote of
a majority of the directors or governors present.
Subd. 3.Filing of articles.
If articles of conversion have been filed with the secretary of state, but have
not yet become effective, the converting organization shall file with the secretary
of state articles of abandonment that contain:
(1) the name of the converting organization;
(2) the provision of this section under which the plan is abandoned; and
(3) if the plan is abandoned under subdivision 2, the text of the resolution
abandoning the plan.
History:
2004 c 199 art 14 s 27
302A.691 EFFECTIVE DATE OR TIME OF CONVERSION; EFFECT
Subdivision 1.Effective date or time.
A conversion is effective when the articles of conversion are filed with the
secretary of state or on a later date or at a later time specified in the articles of
conversion.
Subd. 2.Effect on organization.
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(a) A converted organization is for all purposes the same organization as the
converting organization, having been incorporated or organized on the date that the
converting organization was originally incorporated or organized.
(b) When a conversion becomes effective:
(1) if the converted organization is a corporation, the converted organization
has all the rights, privileges, immunities, and powers, and is subject to all the
duties and liabilities, of a corporation incorporated under this chapter;
(2) if the converted organization is a limited liability company, the converted
organization has all the rights, privileges, immunities, and powers, and is subject to
all the duties and liabilities, of a limited liability company organized under chapter
322B;
(3) all property owned by the converting organization remains vested in the
converted organization;
(4) all debts, liabilities, and other obligations of the converting organization
continue as obligations of the converted organization;
(5) an action or proceeding pending by or against the converting organization
may be continued as if the conversion had not occurred; and
(6) all rights, privileges, immunities, and powers of the converting
organization remain vested in the converted organization.
Subd. 3.Effect on shareholders or members.
When a conversion becomes effective, each share or membership interest in
the converting organization is deemed to be converted into shares or membership
interests in the converted organization or, in whole or in part, into money or other
property to be received under the plan by the shareholders or the members, subject
to any dissenters' rights under section 302A.471, in the case of shareholders of the
converting organization, or section 322B.383, in the case of members of the
converting organization.
History:
2004 c 199 art 14 s 28
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