The West Virginia Agreement and Plan of Conversion is a legal document that outlines the process of converting a business entity from one type to another in the state of West Virginia. This conversion can occur between different types of business entities, such as from a sole proprietorship to a corporation or from a limited liability company (LLC) to a partnership. Key components of the West Virginia Agreement and Plan of Conversion include: 1. Parties Involved: The document identifies the parties involved in the conversion, which typically include the existing business entity seeking conversion and the newly formed entity that will result from the conversion. 2. Purpose of Conversion: The document clearly states the reasons for the conversion. These reasons may vary depending on the specific circumstances of the business, such as a desire for a different tax structure, liability protection, or change in ownership structure. 3. Terms and Conditions: The West Virginia Agreement and Plan of Conversion will provide specific terms and conditions related to the conversion process. This includes details regarding the assets, liabilities, and any contracts or agreements that will be transferred from the existing entity to the new entity. 4. Governance and Ownership Structure: The agreement may also outline the proposed governance and ownership structure of the newly formed entity. This includes details about the new entity's board of directors or managers and any changes in ownership interests or equity distribution. 5. Approval and Filing Requirements: The document will outline the procedures and requirements for obtaining required approvals and authorizations for the conversion. This may include obtaining the consent of shareholders, members, directors, or other stakeholders, as well as complying with state regulations and filing the necessary paperwork with the West Virginia Secretary of State. Types of West Virginia Agreement and Plan of Conversion may include: 1. Conversion from Sole Proprietorship to Corporation: This would involve converting an individual entrepreneur's business into a separate legal entity with limited liability and potential for raising capital through the issuance of stock. 2. Conversion from LLC to Partnership: This type of conversion may occur when the owners of an LLC decide to restructure their business as a partnership, allowing for a different distribution of responsibilities and profit-sharing among partners. 3. Conversion from Partnership to Corporation: In this scenario, a partnership would convert into a corporation, which may provide advantages such as separate legal entity status, easier transfer of ownership interests, and access to public fundraising through issuance of shares. Overall, the West Virginia Agreement and Plan of Conversion provides a detailed roadmap and legal framework for businesses seeking to change their existing entity structure to better align with their objectives and future plans. It ensures proper documentation, compliance, and protection of rights and obligations during the conversion process.
West Virginia Agreement and Plan of Conversion -
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-- Every employer maintaining an office or transacting business within this state and making payment of any wage taxable under this article to a resident or nonresident individual shall deduct and withhold from such wages for each payroll period a tax computed in such manner as to result, so far as practicable, in ...
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Under West Virginia law, "[a] claim of unjust enrichment generally entails the establishment of three elements: (1) a benefit conferred upon the [defendant], (2) an appreciation or knowledge by the defendant of such benefit, and (3) the acceptance or retention by the defendant of the benefit under such circumstances as ...
The plan of entity conversion must be (i) approved by the unanimous consent of the shareholders, (ii) adopted by the board of directors and approved by each voting group of shareholders entitled to vote on the plan by more than two- thirds of all the votes entitled to be cast by that voting group, unless the board of ...
Declaration of Consideration of Value (This is the monetary amount for which the property is sold. If the property is being transferred without monetary value, it must state in the declaration paragraph 'why' it is exempt from transfer tax.)
The followings are exempt from the transfer tax: (1) wills; (2) testamentary or inter vivos trusts; (3) deeds of partition; (4) deeds made pursuant to mergers of corporations, limited liability companies, partnerships, and limited partnerships; (5) deeds made pursuant to conversions to limited liability companies; (6) ...
West Virginia Code §11-22-1, provides for exemptions to paying the Transfer Tax Fee. Deeds must specifically state the reason for exemption, otherwise, the Transfer Tax Fee will be charged. Every Deed recorded requires a completed Sales Listing Form to be attached. The Sales Listing Form can be found here.
The first $20,000 of assessed value of owner-occupied residential property owned by a person age 65 or older or by a person who is permanently and totally disabled is exempt. Household goods and personal effects not used for commercial purposes.