A Texas Certificate of Conversion of an LP Converting to an LLC is a document used to convert a limited partnership (LP) into a limited liability company (LLC). It is a legal document that is filed with the Texas Secretary of State. It outlines information such as the name of the LP, the date of the conversion, the date of the filing, the name and address of the LLC, and the address of the registered office. The Certificate of Conversion also includes the name and address of the LLC's registered agent, the name and address of the LLC's governing persons, and the name and address of each person who will manage the LLC. There are two types of Texas Certificate of Conversion of an LP Converting to an LLC, an Initial Certificate of Conversion and an Amended Certificate of Conversion. The Initial Certificate of Conversion is used for a newly formed LLC, while the Amended Certificate of Conversion is used for an existing LLC that is converting from an LP.
Texas Certificate of Conversion Of A LP Converting To A LLC
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FAQ
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).
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 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.
A limited partnership may convert into a limited liability company by adopting a plan of conversion in ance with section 10.101 of the Texas Business Organizations Code (BOC) and filing a certificate of conversion with the secretary of state in ance with sections 10.154 and 10.155 of the BOC.
Yes, a multi-member LLC can be changed to a single-member LLC. If you need help with a partnership becoming a single member LLC, you can post your legal need on UpCounsel's marketplace.
Greater flexibility Members of the LLC can be individuals, partnerships, trusts, or corporations, and there is no limit on the number of members. An LLC can also decide to have its members manage day-to-day operations (member-managed), or these duties can be performed by non-members (manager-managed).
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.
Texas allows conversions from out-of-state (foreign) and domestic entities. This procedure, technically known as ?statutory conversion,? will automatically convert your current business and the business's assets and liability to the new entity.