Connecticut Agreement and Plan of Conversion The Connecticut Agreement and Plan of Conversion refers to a legal document executed in the state of Connecticut when a company or organization wishes to convert its legal form or structure. This process involves changing the company's status from one entity type to another, such as converting from a corporation to a limited liability company (LLC), or vice versa. The agreement outlines the specific terms, conditions, and procedures necessary for the conversion. It typically includes details about the reasons for conversion, the rights and responsibilities of shareholders or members, the transfer of assets and liabilities, and any required approvals or consents. There are several types of Connecticut Agreement and Plan of Conversion, depending on the desired change in business entity. Some examples include: 1. Corporation to LLC Conversion: This type of conversion is commonly sought when a corporation wants to transition into a more flexible business structure, providing limited liability protection for its owners. The agreement will outline the exchange of shares or ownership interests, the transfer of assets, and any necessary changes to the company's articles of organization. 2. LLC to Corporation Conversion: Conversely, an LLC may opt for a conversion to a corporation to increase its access to capital, expand ownership opportunities, or enhance its credibility. The agreement will detail the issuance of shares, the assumption of liabilities, and the necessary alterations to the company's articles of incorporation. 3. Domestic to Foreign Conversion: A domestic company seeking to expand its operations beyond Connecticut's borders may choose to convert into a foreign entity. The agreement will address the compliance with the foreign state's laws, the establishment of a registered agent, and other requirements. 4. Foreign to Domestic Conversion: Similarly, a foreign company desiring to become a domestic entity in Connecticut may pursue this type of conversion. The agreement will outline the process of registering the company in Connecticut, appointing a registered agent, and ensuring compliance with local laws. Overall, the Connecticut Agreement and Plan of Conversion provides the legal framework for a company or organization to change its legal structure efficiently and in accordance with the state's regulations. By executing this agreement, businesses can undergo a smooth transition while protecting the rights and interests of shareholders or members involved in the conversion process.
Connecticut Agreement and Plan of Conversion -
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Business Entities ENTITY TYPEDOMESTICFOREIGNCORPORATION$150$435NONSTOCK CORPORATION$50$50LIMITED LIABILITY COMPANY$80*$80*LIMITED LIABILITY PARTNERSHIP$80*$80*
File Articles of Organization ? Conversion (Form LLC-1A (PDF)) online at bizfileOnline.sos.ca.gov, by mail, or in person. The filing fee is $150 if a California Corp is involved; and $70 for all others.
To form a Connecticut S corp, you'll need to ensure your company has a Connecticut formal business structure (LLC or corporation), and then you can elect S corp tax designation. If you've already formed an LLC or corporation, file Form 2553 with the Internal Revenue Service (IRS) to designate S corp taxation status.
Converted-Out: The business entity converted to another type of business entity or to the same type under a different jurisdiction as provided by statute. The name of the new entity can be obtained by ordering a copy of the filed conversion document containing the name of the new entity, or by ordering a status report.
The owner of an S corporation can let some of their business profits pass through as earnings. Meanwhile, other profits pay out as dividends that are free of self-employment tax. By having LLC treated as an S Corp for tax purposes, a business owner may save a considerable amount in tax payments.
There is no need to terminate the existence of the Limited Partnership; rather, the entity simply rolls over into the new LLC. Converting an LP to an LLC requires a two-part filing composed of a Certificate of Conversion (effecting the conversion) and a Certificate of Formation (memorializing the new LLC form).
You can submit the documents necessary to convert your LLC to an S-Corp for tax purposes along with your tax return. In some situations, your election to be taxed as an S-Corp might not be effective until the following tax year, so the rest of your tax return should reflect this fact if it applies.
Under Connecticut law, an LLC is not required to have an operating agreement. In 2017, Connecticut enacted the Connecticut Uniform Limited Liability Company Act (?CULLCA?), which applies to all limited liability companies in Connecticut.