Entity Conversion

$99.00

"*" indicates required fields

1Business Info

2Ownership Info

3Options

Management Type

This indicates how the LLC is managed. By the owners (called Members) or one or more Managers? Members always vote on important issues, but one or more managers can be given certain powers to make daily decisions without requiring a vote of all the Members. We recommend "Member Managed" for a sole-member LLC. More information on this is below, in the FAQ

Member Managed

Manager Managed

Members*

This is PUBLIC INFORMATION, and will be sent to the State. The State will publish this information, and it will be used for the purposes of the FREE Operating Agreement we give you. If this LLC will be owned by an Anonymous LLC, then you want to put that Anonymous LLC as the Member of this LLC.

"% Ownership" means what percentage of the LLC is owned by each Member, and the total should equal 100%.

"Capital Contribution" represents the value (in dollars) for money, assets and services initially put into the LLC to get it started. It can be $0. Ideally, it will be proportional to the "% Ownership" (for example, if you own 50% and your initial Capital Contribution is $1,000, you would expect your 50% partner to also have an initial Capital Contribution of $1,000).

Full Legal Name

% Ownership

$ Capital Contribution

Address

Manager*

This is PRIVATE INFORMATION, and will not be sent to the State. We use this information for purposes of the FREE Operating Agreement we give you. If there will be NO MANAGERS, then click "MEMBER MANAGED" instead of "MANAGER MANAGED". Read the FAQ below for an explanation on "WHAT IS THE DIFFERENCE BETWEEN 'MEMBER MANAGED' AND 'MANAGER MANAGED'?" If you will have one or more Managers, then let us know what the names of your Managers are (if you know them). Otherwise, please put "TBD" or something appropriate.

Full Legal Name

Address

Desired Tax Status

If you know the tax status you want the LLC to be, please let us know now.

This is not critical to the conversion process, but it is important to know once we give you an Operating Agreement.

This means you have time to talk to your accountant or CPA, or you can order a "Tax Attorney Consult" in Professional Assistance below.

Initial Authorized Shares*

"Initial authorized shares" are the number of initial shares created by the company. This is different from "issued shares", which represent those authorized shares that are owned by shareholders.

To form your Corporation, we need to know how many initial shares you want to create. Please be careful, because most states charge more for additional shares. Typically, 10,000 or fewer shares will represent the minimum number before triggering higher fees.

Our pricing assumes the lowest pricing tier for number of authorized shares and par value, and the pricing can go up if you exceed that amount.

Common Shares. This first box represents what you want to call or name the class of stock. "Common" is typical, but you can go with "Class A" or any other name you desire.

# Authorized. This represents the number of initial authorized shares you want for the associated class of stock. Remember to keep it reasonable if you want to avoid additional state fees.

$ Par Value per Share. This represents the initial share price or value. Some states (i.e. like Delaware) will charge you extra for par value.

Common Shares

# Authorized

$ Par Value per Share

You've selected Delaware, whose fees depend on the number of authorized shares, par value and # of pages in your certificate of incorporation. Our pricing assumes 2 pages, and no more than 20,000 authorized shares with no par value, or with par value, the total capital (shares times par value) is no more than $550,000. You can certainly do more, but we will need to double check pricing with the State of Delaware, and charge you the additional state fees.

You've selected District of Columbia, whose fees depend a formula for Authorized Capital, which is # of authorized shares times par value. Our pricing assumes Authorized Capital up to one hundred thousand dollars ($100,000). You can certainly have more Authorized Capital, but the District of Columbia charges more and we will have to charge you the difference.

You've selected Michigan, whose fees depend on the number of authorized shares. Our pricing assumes no more than one million (1,000,000) authorized shares. You can certainly do more, but Michigan charges more and we will have to charge you the difference.

You've selected New Mexico, whose fees depend on the number of authorized shares. Our pricing assumes no more than one hundred thousand (100,000) authorized shares. You can certainly do more, but New Mexico charges more and we will have to charge you the difference.

You've selected Oklahoma, whose fees depend a formula for Total Authorized Capital (or TAC). The fee is 1/10 of 1% of the TAC, and TAC is # of shares times par value. Our pricing assumes a TAC of $50,000 or less, which means 50,000 shares at $1, or 100,000 shares at $0.50, etc. Warning: No par value assumes $50 par value for TAC calculation purposes. You can certainly have a larger TAC, but Oklahoma charges more and we will have to charge you the difference.

You've selected Virginia, whose fees depend the number of authorized shares. Our pricing assumes 25,000 authorized shares or less. You can have more, but Virginia charges more and we will have to charge you the difference.

Initial Shareholders*

We need to know the full legal names, their addresses, # of shares owned (or % owned), and initial capital contributions of each of the initial shareholders (or owners) of the company.

This is not public information, but is necessary for the issuance of ownership.

Full Legal Name

# Initial Shares

$ Capital Contribution

Address

Initial Board of Directors*

A Board of Directors (the "Board") is what runs and manages the company at the highest level, at the approval and discretion of the shareholders.

The Board will establish company rules and guidelines, as well as elect Officers and executives of the company.

Every Corporation needs at least one person on the Board, and the the Board member need not be a shareholder, unless otherwise required by the Bylaws of the Corporation.

Full Legal Name

Address

Initial Officers*

Officers serve at the discretion of the Board of Directors, and are employed by the Corporation to run the Corporation.

Typical Officers include President, one or more Vice Presidents, Treasurer and Secretary. These titles are not required, however, and you're free to designate your own specific officers for your corporation.

Title, Name (i.e. President, John Doe)

Copy of Latest Articles

For Corporations, they are called "Articles of Incorporation". For LLC's, they are called "Articles of Organization".

We do need to examine the Articles to do a conversion, and if you don't have a copy that's oaky -- we can order it from the State (although it takes a bit of time and costs extra due to the work and state fees).

I have them, and will upload now

I have them and will send later

L4SB needs to obtain them from the State

Upload Articles and/or Formation Documents

Please upload any relevant documents now. This is optional, and you can always send us documents later -- although uploading now helps expedite the process.

Only standard file formats please.

Drop files here or

Accepted file types: pdf, rtf, doc, docx, pages, Max. file size: 50 MB.

Authority for Conversion?*

What event is giving rise (and therefore the legal authority) to convert the company?

A specific event as specified in the formation documents or statute?

Written consent of Majority of Ownership?

Court order?

Please describe . . .

. . . the event that occurred as specified in the Operating Agreement, Bylaws or statute?

Sub-total:
State Fees & Options:
Grand Total (+tax):

SKU: FS-ENTITY-CONV Category: Manage Your Business

Description

Entity Conversion

Need to either change the tax status or entity type of your company?

For a base price starting at $99 for Tax Conversion, L4SB will convert your LLC to a S-Corp or C-Corp. For a base price starting at $199 for Entity Conversion, L4SB will convert your LLC to a Corporation, or a Corporation to a LLC.

What’s Included:

For Tax Status Conversion Only:

Help fill out and submit IRS Form 2553 (for S-Corp Election) or IRS Form 8832 (for C-Corp Election)
Revised Operating Agreement to support the new Tax Status, using our Couture Operating Agreement generator

For Entity Conversions:

Appropriate Articles of Conversion
Conversion of Articles (i.e. from Incorporation to Organization, or visa-versa)
If Corporation to LLC, access to our Couture Operating Agreement
If LLC to Corporation, assistance with conversion of Operating Agreement to Bylaws / Shareholder Agreement
Appropriate Corporate Resolution
Review by a licensed attorney (not available in states where we are not licensed)
15 minutes of FREE Q&A with an experienced corporations attorney (may not be licensed in your state)

What’s NOT Included:

This is a low-cost offering, assuming there are no difficult issues to resolve (which would require additional expense for lawyer time). Examples of difficult issues to resolve include, but are not limited to:

Handling change of ownership issues
Resolving ownership or partnership disputes
Significant revision to Operating Agreement or Bylaws / Shareholder Agreement, beyond what our expert computer systems are capable of doing

Refund and Cancellation Policy

We will REFUND YOU IN FULL, at your request, provided we have not performed any services on your behalf. There is NO REFUND for completed services.
Note that our services INCLUDE preparation, processing and handling (valued at $150), even if we end up not submitting anything to the state (for whatever reason). Therefore, if we’ve spent time on your behalf in the preparation, processing or handling of your order, we reserve the right to deduct $150 from any refund you request. Preparation, processing and handling includes trying to contact you to verify and approve our work, even if you fail to respond to us.
We will cancel your order, at our discretion, if you are unresponsive or otherwise fail to answer our questions to our satisfaction. If we cancel for this reason, we will NOT issue you a refund unless you request it. If you do request it and we issue a refund, it will be less $150 for our services related to the preparation, processing and handling of your order, and less any other services we have provided (i.e. if you ordered a document, and we sent you that document, we will deduct the cost for that document from your refund). Typically, we will not cancel your order, unless we have been unable to move your order forward for eight (8) months or more.
We will first attempt to issue you a refund using the same payment method you used to pay for your order. If that fails (i.e. because we’re beyond the deadline to do this — typically six (6) months for credit cards), we will issue a check to the name used on the payment method (i.e. if Joe ordered from us, but used Jane’s credit card, we will issue the refund to Jane).

My accountant told me to convert by LLC to a S-Corp. Is this the right thing to purchase?

You should double-check with your accountant about “converting the entity” versus “converting the tax status”. This is a very easy thing to get confused, and you really want to make sure you’re doing the right thing. One suggestion is to ask your accountant, “You want me to convert my LLC to a Corporation, versus simply have the LLC taxed under Subchapter S?”

If your accountant wants you to be taxed under Subchapter S, and doesn’t care whether you have a LLC or Corporation, then our suggestion is to select Tax Status Conversion Only. This will preserve your entity type, but help you convert the tax status of your organization.

Otherwise, if your accountant does want you to convert the entity type from LLC to Corporation, then select Full Entity Conversion.

If you’re not sure, then we strongly encourage you to select the Not sure. Have tax attorney call before proceeding. option. This is not something you want to screw up.

Why are you missing some states (specifically, Kentucky, Montana, New Jersey and New York)?

Not all states permit entity conversion. Specifically, Montana, New Jersey and New York do not have any form of entity conversion option whatsoever. Kentucky doesn’t permit LLC to Corporation conversion, but it does permit Corporation to LLC conversion.

We can help change the tax status of a LLC or Corporation, but we cannot convert the entity type in these states.

If you live in one of these states, and you want a conversion that is not supported, please contact us, since there are other options (i.e. such as a merger to a new entity type).

Do I want an Entity Conversion, if I have a Sole Proprietorship and want to incorporate (i.e. operate under a corporate entity)?

No. An Entity Conversion assumes you already have a corporate entity (i.e. Corporation or LLC) in place, and you want to change it to something else.

If you are a sole proprietorship, you are “the company.” To start operating as a corporate entity, you need to form a Corporation or form a LLC. If you’re not sure what you want, we encourage you to try our Entity Selection Tool to help you determine the best entity for your needs.

If you have other questions, we do sell a 30-minute business attorney consult, which can help answer questions and point you in the right direction.

But, please DO NOT purchase this service. It’s intended for existing company structures, not new structures and not sole proprietorships.

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Entity Conversion

Description

Entity Conversion

What’s Included:

What’s NOT Included:

Refund and Cancellation Policy

My accountant told me to convert by LLC to a S-Corp. Is this the right thing to purchase?

Why are you missing some states (specifically, Kentucky, Montana, New Jersey and New York)?

Do I want an Entity Conversion, if I have a Sole Proprietorship and want to incorporate (i.e. operate under a corporate entity)?