Conversion Information

A domestic (California) stock corporation (Corp) can convert into a California other business entity; a California limited liability company (LLC), limited partnership (LP) or general partnership (GP) can convert into a California or foreign other business entity; and a foreign business entity can convert into a California Corp, LLC, LP or registered GP if the conversion is permitted under the laws of the jurisdiction of the foreign business entity. (California Corporations Code commencing with Sections 1150, 3300, 15911.01, 16901 and 17710.01.) Note: A California Corp cannot convert to a foreign entity.


Forms and Fees

If the converted entity will be a California Corp:

If the converted entity will be a California LLC:

  • The converting entity must be a California Corp, LP or GP; or Foreign Corp, LLC, LP, GP or Other Business Entity;
  • File Articles of Organization – Conversion (Form LLC-1A)(PDF - REV 01/2016); and
  • The filing fee is $150 if a California Corp is involved; and $70 for all others.

If the converted entity will be a California LP:

  • The converting entity must be a California Corp, LLC or GP; or Foreign Corp, LLC, LP, GP or Other Business Entity;
  • File a Certificate of Limited Partnership – Conversion (Form LP-1A)(PDF - REV 01/2016); and
  • The filing fee is $150 if a California Corp is involved; and $70 for all others.

If the converted entity will be a Registered GP:

  • The converting entity must be a California Corp, LLC or LP; or Foreign Corp, LLC, LP or Other Business Entity;
  • File a Statement of Partnership Authority – Conversion (Form GP-1A)(PDF - REV 01/2016); and
  • The filing fee is $150 if a California Corp is involved; and $70 for all others.

If the converted entity will be a Non-registering GP:

  • The converting entity must be a California Corp, LLC or LP; or Registered Foreign Corp, LLC, LP or Other Business Entity;
  • File a Certificate of Conversion (Form CONV-1A)(PDF - REV 01/2016); and
  • The filing fee is $150 if a California Corp is involved; and $30 for all others.

If the converted entity will be a Foreign Entity:

  • The converting entity must be a California LLC or LP, or Registered California GP;
  • File a Certificate of Conversion (Form CONV-1A)(PDF - REV 01/2016); and
  • The filing fee is $30.

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Signature Requirements

If the converting entity is a California Corp:

The document must be signed and acknowledged by the chairman of the board, the president or any vice president AND the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer. (California Corporations Code section 1155(b) or 3304(b).)

If the converting entity is a California LLC:

The document must be signed and acknowledged by all members of a member-managed limited liability company or all managers of a manager-managed limited liability company, unless a lesser number is provided in the articles of organization or the operating agreement. (California Corporations Code section 17710.06(b).) Note: Signing a document on behalf of a converting LLC constitutes an affirmation under penalty of perjury that the facts stated in the document are true. (California Corporations Code section 17702.07(c).)

If the converting entity is a California LP:

The document must be signed and acknowledged by all general partners, unless a lesser number is provided in the certificate of limited partnership. (California Corporations Code section 15911.06(b).) Note: Signing a document on behalf of a converting LP constitutes an affirmation under penalty of perjury that the facts stated in the document are true. (California Corporations Code section 15902.08(b).)

If the converting entity is a California GP:

The document must be signed by at least two partners. (California Corporations Code section 16105(c).)

If the converting entity is a foreign entity:

The document must must be signed according to the laws of the foreign jurisdiction.

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Conversion Information Chart (PDF - REV 01/2016)