Conversion Information

A domestic (California) stock corporation 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 corporation, 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 corporation cannot convert to a foreign entity.

Conversion Information Chart

Forms and Fees

If the converted entity will be:

California General Stock Corporation

  • The converting entity must be a California LLC, LP or GP; or a Foreign Corp, LLC, LP, GP or Other Business Entity;
  • File Articles of Incorporation containing a statement of conversion. Article forms are available below for the following conversions. Please note, entities converting to a California corporation are not required to use the forms below, the entities may create their own Articles of Incorporation with Statement of Conversion that meets the minimum requirements of law.
  • The filing fee is $150.

California Professional Corporation

  • The converting entity must be a California LLC, LP or GP; or a Foreign Corp, LLC, LP, GP or Other Business Entity.
  • California Limited Liability Companies can file Form CONV LLC-PC. Other converting entities such as a California LP or GP; or a Foreign Corp, LLC, LP, GP or Other Business Entity must create their own Articles of Incorporation with Statement of Conversion that complies with law.
  • California Limited Liability Companies: File Articles of Incorporation with Statement of Conversion - California Limited Liability Company to a California Professional Corporation (Form CONV LLC-PC) or create your own Articles of Incorporation with Statement of Conversion that meets the minimum requirements of law.
  • The filing fee is $150.

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);
  • The filing fee is $150 if a California Corp is involved; and $70 for all others.

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);
  • The filing fee is $150 if a California Corp is involved; and $70 for all others.

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);
  • The filing fee is $150 if a California Corp is involved; and $70 for all others.

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);
  • The filing fee is $150 if a California Corp is involved; and $30 for all others.

Foreign Entity

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

Signature Requirements

If the converting entity is:

California Corporation

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).)

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).)

California LP

The document must be signed and acknowledged by all general partners. (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).)

California GP

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

Foreign Entity

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

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