Fill - Free fillable Instructions For Completing The Articles Of Incorporation With (California) PDF form

CONV LLC-PC (REV 06/2019)

2019 California Secretary of State

bizfile.sos.ca.gov

Instructions for Completing the

Articles of Incorporation with Statement of Conversion -

California Limited Liability Company to a California Professional Corporation

(Form CONV LLC-PC)

A California limited liability company can convert to a California professional corporation by filing Articles of

Incorporation with Statement of Conversion - California Limited Liability Company to a California Professional

Corporation (Form CONV LLC-PC).

 Form CONV LLC-PC has been created for ease in filing, however, you can compose your own document,

provided it meets statutory requirements.

 This form only can be used for a California limited liability company converting to a California professional

corporation by a majority vote of the members.

 To file this Form CONV LLC-PC, the California limited liability company must be active on the records of the

California Secretary of State. To check the status of the California limited liability company, go to

BusinessSearch.sos.ca.gov.

 Before submitting the completed form, you should consult with a private attorney for advice about your specific

business needs and whether additional article provisions for the corporation are needed.

Fees:

 Filing Fee: The fee for filing the Articles of Incorporation with Statement of Conversion - California Limited

Liability Company to a California Professional Corporation (Form CONV LLC-PC) is $150.00.

 Faster Service Fee:

- Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to

our Sacramento office.

- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in

person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee

provides priority service over documents submitted by mail. The special handling fee is not refundable

whether the document is filed or rejected.

- Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a

guaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information

about this faster processing service through our Preclearance and Expedited Filing Services, go to

www.sos.ca.gov/business/be/service-options.

Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon

request and payment of an additional $5 certification fee. To obtain additional copies or certified copies of the filed

document, include payment for copy fees and certification fees at the time the document is submitted. Additional

copy fees are $1.00 for the first page and $0.50 for each additional page. For certified copies, there is an additional

$5.00 certification fee, per copy.

Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by

mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card

(Visa or Mastercard®).

Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.

CONV LLC-PC (REV 06/2019)

Reminder: All Filings and Contents are Available to the Public

Filings and information contained in filings you submit to the Secretary of State are public record, including names, phone

numbers, email addresses, and mailing and street addresses, except as provided in statutes. To avoid issues related to

identity theft you should avoid using and submitting confidential information in public filings unless specifically required by

statute. The public can view information and download documents contained in the Secretary of State’s electronic records

using digital search tools and information posted on the Secretary of State’s website. Also, please note that individuals and

private companies use this public information to create third party access to these records.

For more information about privacy, please consult our FAQs Personal Information in Public Filings. More information

on accessing public records is available through the Secretary of State's Guidelines for Access to Public Records.

Type or legibly print in black or blue ink.

Complete the Articles of Incorporation with Statement of Conversion - California Limited Liability Company

to a California Professional Corporation (Form CONV LLC-PC) as follows:

Item

Instruction

Tips

Enter the proposed name of the

converted (new) California

Professional Corporation exactly as

it is to appear on the records of the

California Secretary of State.

 There are legal limitations on what name can be used for the

corporation. For general corporation name requirements

and restrictions or for information on reserving a corporation

name prior to submitting Form CONV LLC-PC, go to

www.sos.ca.gov/business/be/name-availability.

 A name reservation is not required to submit Form

CONV LLC-PC.

 A preliminary search of corporation names already of record

can be made online through our Business Search at

BusinessSearch.sos.ca.gov. Please note: The Business

Search is not intended to serve as a formal name availability

search. For information on checking or reserving a name, go

to www.sos.ca.gov/business /be/name-availability.

 You should contact the California state board or agency that

controls your profession to find out if your profession has

name restrictions for a California corporation. For more

information, go to the California Department of Consumer

Affairs website at www.dca.ca.gov/about_dca/entities.shtml.

2a.

Enter the complete street address,

city, state and zip code of the

converted (new) California

Professional Corporation’s initial

address.

 The complete street address is required, including the

street name and number, city, state and zip code.

 Address must be a physical address.

 Do not enter a P.O. Box address, an “in care of” address, or

abbreviate the name of the city.

2b.

If different from the street address in

Item 2a, enter the converted (new)

California Professional Corporation’s

initial mailing address.

 This address will be used for mailing purposes and may be a

P.O. Box address or “in care of” an individual or entity.

 Do not abbreviate the name of the city.

The corporation must have an

Agent for Service of Process.

There are two types of Agents that

can be named:

 an individual (e.g. officer, director, or

any other individual) who resides in

California with a physical California

street address; OR

 An Agent for Service of Process is responsible for accepting

legal documents (e.g. service of process, lawsuits, other

types of legal notices, etc.) on behalf of the corporation.

 You must provide information for either an individual OR a

registered corporate agent, not both.

 If using a registered corporate agent, the corporation must

have a current agent registration certificate on file with the

California Secretary of State as required by Section 1505.

2019 California Secretary of State

bizfile.sos.ca.gov

CONV LLC-PC (REV 06/2019)

Item

Instruction

Tips

 a registered corporate agent

qualified with the California

Secretary of State.

3a & b.

If Individual Agent:

 Enter the name of the initial agent

for service of process and the

agent’s complete California street

address, city and zip code.

 If an individual is designated as

the initial agent, complete Items 3a

and 3b ONLY. Do not complete

Item 3c.

 The complete street address is required, including the

street name and number, city and zip code.

 Do not enter a P.O. Box address, an “in care of” address, or

abbreviate the name of the city.

 Many times, a small corporation will designate an officer or

director as the agent for service of process.

 The individual agent should be aware that the name and the

physical street address of the agent for service of process is

a public record, open to all (as are all the addresses of the

corporation provided in filings made with the California

Secretary of State.)

3c.

If Registered Corporate Agent:

 Enter the name of the initial

registered corporate agent exactly

as registered in California.

 If a registered corporate agent is

designated as the initial agent,

complete Item 3c ONLY. Do not

complete Items 3a and 3b.

 Before a corporation is designated as agent for another

corporation, that corporation must have a current agent

registration certificate on file with the California Secretary of

State as required by Section 1505 stating the address(es) of

the registered corporate agent and the authorized

employees that will accept service of process of legal

documents and notices on behalf of the corporation.

 Advance approval must be obtained from a registered

corporate agent prior to designating that corporation as your

agent for service of process.

 No California or foreign corporation may register as a

California corporate agent unless the corporation currently is

authorized to engage in business in California and is in good

standing on the records of the California Secretary of State.

 Provide your Registered Corporate Agent’s exact name as

registered with the California Secretary of State. To confirm

that you are providing the exact name of the Registered

Corporate Agent, go to

https://businessfilings.sos.ca.gov/frmlist1505s.asp.

 A corporation cannot name itself as agent.

Enter the number of shares the

California Professional Corporation is

authorized to issue. Do not leave

blank or enter zero (0).

 The corporation must authorize at least 1 share but can

authorize any number of shares.

 This form may be used only for a single class of shares. If

the corporation needs a multiple class of shares structure,

you must compose your own Articles of Incorporation with

Statement of Conversion.

 Before shares of stock are sold or issued, the corporation

must comply with the Corporate Securities Law of 1968

administered by the California Department of Business

Oversight. For more information, go to

dbo.ca.gov or call the California Department of Business

Oversight at (866) 275-2677.

The purpose statement is required.

 Enter the name of the authorized

profession.

 Contact the California professional state board or agency

that controls your profession to find out if your profession is

authorized to be a professional corporation in California. For

more information, go to the California Department of

2019 California Secretary of State

bizfile.sos.ca.gov

CONV LLC-PC (REV 06/2019)

Item

Instruction

Tips

Consumer Affairs website at

www.dca.ca.gov/about_dca/entities.shtml.

6a.

Enter the name of the existing

California Limited Liability Company

converting to a California

Professional Corporation.

 To ensure you have the exact name of the California limited

liability company, look to your registration document filed

with the California Secretary of State and any filed name

change amendments.

 Secretary of State Records can be accessed online through

our Business Search at BusinessSearch.sos.ca.gov. While

searching the Business Search, be sure to identify your

California limited liability company correctly, including the

jurisdiction that matches your limited liability company.

6b.

Enter the exact California Secretary

of State 12-digit Entity (File) Number

for the California Limited Liability

Company.

 The 12-digit Entity (File) Number is provided by the

Secretary of State above the file stamp at the top of the

California limited liability company’s registration document

filed with the California Secretary of State.

 To ensure you have the correct Entity (File) Number of the

California limited liability company, look to your registration

document filed with the California Secretary of State.

 Secretary of State Records can be accessed online through

our Business Search at BusinessSearch.sos.ca.gov. While

searching the Business Search, be sure to identify your

California limited liability company correctly, including the

jurisdiction that matches your limited liability company.

6c.

The conversion statement is

required. Do not alter.

 If the LLC is member-managed, all

members must sign, unless a

lesser number is provided in the

articles of organization or the

operating agreement.

 If the LLC is manager-managed, all

managers must sign, unless a

lesser number is provided in the

articles of organization or the

operating agreement.

 Check the limited liability company’s registration document

filed with the California Secretary of State and any filed

Amendments for the management structure.

 If you need more space for signatures:

- Place the additional signatures with acknowledgment

statement (Declaration Statement in Article 7) on only

one side of a standard letter-sized piece of paper (8 1/2"

x 11") clearly marked as an attachment to Form CONV

LLC-PC and attach the extra page(s) to the completed

Form CONV LLC-PC.

Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,

including receipt of the copy of the filed document, complete the Mail Submission Cover Sheet. For the Return

Address: enter the name of a designated person and/or company and the corresponding mailing address. Please

note the Mail Submission Cover Sheet will be treated as correspondence and will not be made part of the filed

document.

Where to File: Completed forms along with the applicable fees can be mailed to Secretary of State, Business

Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop off) to the

Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the Sacramento

office.

Legal Authority: General statutory filing provisions are found in Sections 200-202 et seq., 13400 et seq., 1150 et

seq. and 17710.01 et seq. All statutory references are to the California Corporations Code, unless otherwise stated.

2019 California Secretary of State

bizfile.sos.ca.gov

CONV LLC-PC (REV 06/2019)

Statement of Information: A Statement of Information must be filed with the California Secretary of State within

90 days after filing the Articles of Incorporation and every year thereafter during the applicable filing period (Section

1502). A Statement of Information can be filed online at bizfile.sos.ca.gov or by submitting Form SI-550.

Minimum Tax Requirement: Most corporations must pay a minimum tax of $800 to the California Franchise Tax

Board each year. (California Revenue and Taxation Code section 23153.) For more information, please refer to the

California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) at

https://www.ftb.ca.gov/forms/misc/1060.html.

Additional Resources: For a list of other agencies you may need to contact to ensure proper compliance, go to

www.sos.ca.gov/business/be/resources.

Note: The California Secretary of State does not license corporations. For licensing requirements, please contact the

city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the

activities of the corporation.

2019 California Secretary of State

bizfile.sos.ca.gov

Secretary of State

Business Programs Division

Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600

Mail Submission Cover Sheet

Instructions:

• Complete and include this form with your submission. This information only will be used to communicate with you

in writing about the submission. This form will be treated as c

orrespondence and will not be made part of the filed

document.

• Make all checks or money orders payable to the Secretary of State.

• Do not include a $15 counter fee when submitting documents by mail.

• Standard processing time for submissions to this office is approximately 5 business days from receipt. All

submissions are reviewed in the date order of receipt. For updated processing time information, visit

www.sos.ca.gov/business/be/processing-times.

ptional Cop

y and Certification Fees:

• If applicable, include optional copy and certification fees with your submission.

• For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.

Contact Person: (Please type or print legibly)

First Name:

__________________________________________________ Last Name: _______________________________________________

Phone (optional): ______________________________________________

Entity Information: (Please type or print legibly)

Name:

__________________________________________________________________________________________________________________

Entity Number (if applicable): _____________________________________

Comments: _____________________________________________________________________________________________________________

_____________________________________________________________________________________________________________

Return Address: For written communication from the Secretary of State related to this document, or if

purchasing a copy of the filed document enter the name of a person or company and the mailing address.

Name:





Company:

Address:

City/State/Zip:





Secretary of State Use Only

T/TR:

AMT REC’D: $

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CONV LLC-PC (REV 06/2019)

Secretary of State

CONV LLC-PC

This Space For Office Use Only

Articles of Incorporation with Statement of

Conversion –

California Limited Liability Company to a

California Professional Corporation

IMPORTANT — Read Instructions before completing this form.

Filing Fee – $150.00

Copy Fees – First page $1.00; each attachment page $0.50;

Certification Fee - $5.00

Note: Most corporations have to pay a minimum $800 tax to the California

Franchise Tax Board each year. For more information, go to

https://www.ftb.ca.gov.

1. Name of Converted California Professional Corporation (Go to www.sos.ca.gov/business/be/name-availability for general

corporate name requirements and restrictions.)

The name of the converted California Professional Corporation is _____________________________________________

______________________________________________________________________________________________________________________.

2. Business Addresses of the Converted California Professional Corporation (Enter the complete business addresses.)

a. Initial Street Address of Corporation - Do not list a P.O. Box.

City (no abbreviations)

State

Zip Code

b. Initial Mailing Address of Corporation, if different than item 2a.

City (no abbreviations)

State

Zip Code

3. Service of Process (Must provide either Individual OR Corporation.)

INDIVIDUAL – Complete Items 3a and 3b only. Must include agent’s full name and California street address.

a. California Agent's First Name (if agent is not a corporation).

Middle Name

Last Name

Suffix

b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box.

City (no abbreviations)

State

Zip Code

CORPORATION – Complete Item 3c. Only include the name of the registered agent Corporation.

c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 3a or 3b.

4. Shares (Enter the number of shares the corporation is authorized to issue. Do not leave blank or enter zero (0).)

This corporation is authorized to issue only one class of shares of stock.

The total number of shares which this corporation is

authorized to issue is _

________

_______________________.

- CONTINUE ON NEXT PAGE –

(Page 1 of 2)

2019 California Secretary of State

bizfile.sos.ca.gov

CONV LLC-PC (REV 06/2019)

_______________________________________________ ___________________________________________ Member or Manager of

Signature of Member or Manager Type or Print Name

__________________________________________________________________________________________________ and Incorporator.

Enter Name of converting California LLC

_______________________________________________ ___________________________________________ Member or Manager of

Signature of Member or Manager Type or Print Name

__________________________________________________________________________________________________ and Incorporator.

Enter Name of converting California LLC

Articles of Incorporation with Statement of Conversion

California Limited Liability Company to a California Professional Corporation

(Page 2 of 2)

5. Purpose Statement

(Contact the California professional state board or agency that controls your profession to find out if your

profession is authorized to be a professional corporation in California. Go to

www.dca.ca.gov/about_dca/entities.shtml for more information.)

The purpose of the corporation is to engage in the profession of _______________________________________

and any other

lawful activities (other than the banking or trust company business) not prohibited to a

corporation engaging in such profession by applicable laws and regulations. This corporation is a

professional corporation within the meaning of California Corporations Code section 13400 et seq.

6. Statement of Conversion for the California Limited Liability Company

6a. The name of the converting California limited liability company is ______________________________________

______________________________________________________________________________________________________________.

6b. The limited liability company’s California Secretary of State file number is ____________________________.

6c. The principal terms of the plan of conversion were approved by a vote of the members, which

equaled or exceeded the vote required under California Corporations Code section 17710.03. There

is one class of members entitled to vote and the percentage vote required is a majority in interest of

the members. The limited liability company is converting into a California stock corporation.

7. Read, Declare and Sign below. Do not use computer generated signature. (See instructions for signature

requirements.)

Additional article provisions set forth on attached pages, if any, are incorporated herein by reference and made part of this Form CONV

LLC-PC. (All attachments should be 8 ½ x 11, one-sided, legible and clearly marked as an attachment to this Form CONV LLC-PC.)

I declare that I am the person who signed this instrument, which is my act and deed.

2019 California Secretary of State

bizfile.sos.ca.gov

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