The New York Certificate of Conversion of Partnership Or LP To Existing LLC is a document used in the state of New York to legally convert a partnership or limited partnership (LP) into an existing limited liability company (LLC). This conversion must be approved by the New York Department of State and the conversion documents must be filed with the Department within 30 days of the conversion taking place. There are two types of New York Certificate of Conversion of Partnership Or LP To Existing LLC: the Standard Certificate of Conversion and the Long Form Certificate of Conversion. The Standard Certificate of Conversion is a shorter form, requiring less information than the Long Form Certificate, and is used for converting a single partnership or LP into an LLC. The Long Form Certificate of Conversion requires more detail and is used for converting multiple partnerships or LPs into one LLC. Both forms must be completed and signed by all the partners or shareholders of the partnership or LP and the members of the LLC.
New York Certificate of Conversion of Partnership Or LP To Existing LLC
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FAQ
Federal Tax Law General partnerships, LLCs and LLPs are normally taxed as partnerships under federal and state income tax laws. For this reason, the IRS allows conversions from partnerships to LLCs and LLPs without affecting the tax status of the entity.
In general, an LLC offers better liability protection and more tax flexibility than a partnership. But the type of business you're in, the management structure, and your state's laws may tip the scales toward partnership.
The main reason for a partnership converting to an LLC is to enable the partners to avoid personal liability for the debts of the business. In a general partnership each partner has joint and several liability for the debts of the business.
Generally, partnerships can convert into an LLC or LLP without any adverse tax effects. In any business transition, however, it is important to analyze separately Oregon 's statutory law and the federal tax law.
A partnership becomes single member LLC when the members of the LLC sell their shares to one remaining member. The business is then able to continue operations with no changes, but the remaining owner is required to change tax elections and the method of accounting used.
Converting a partnership to LLC is relatively straightforward. Generally, each partner must sign the company's operating agreement and then file articles of organization with the state agency responsible for registering business organizations.
In fact, strictly speaking, New York law does not allow a corporation to convert to an LLC. Instead, you must engage in a process called ?statutory merger,? which requires you to create a new LLC and then ?merge? the old corporation into that new entity.
However, New York is one of only about ten states that do not allow statutory conversions of corporations to LLCs. Instead, New York only allows statutory mergers. Unlike statutory conversions, statutory mergers do require you to form a separate LLC before you can convert?or, more accurately, merge?your business.