Free 51571.pdf - Indiana

ARTICLES OF ENTITY CONVERSION:
Conversion of a Non-Corporation Business Entity into an Indiana Corporation
State Form 51571 (1-04) Approved by State Board of Accounts, 2004 INSTRUCTIONS: Use 8 ½" x 11" white paper for attachments. Present original and one copy to the address in upper right corner of this form. Please TYPE or PRINT. Please visit our office on the web at www.sos.in.gov.

TODD ROKITA SECRETARY OF STATE CORPORATE DIVISION 302 W. Washington Street, Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576

Indiana Code 23-1-18-3

FILING FEE: $30.00

ARTICLES OF CONVERSION OF

____________________________________________________________________________
(hereinafter "Non-surviving Business Entity")

INTO

____________________________________________________________________________
(hereinafter "Surviving Corporation")

ARTICLE I: PLAN OF ENTITY CONVERSION
a. Please set forth the Plan of Conversion, containing such information as required by Indiana Code 23-1-38.5-11, attach herewith, and designate it as "Exhibit A." The plan must specify the following: · A statement of the type of business entity that the surviving entity will be and, if it will be a foreign non-corporation, its jurisdiction of organization; · The terms and conditions of the conversion; · The manner and basis of converting the interests, securities, obligations, rights to acquire interests or other securities of Non-surviving Business Entity following its conversion into the shares of Surviving Corporation; and · The full text, as in effect immediately after the consummation of the conversion, of the organic documents, if any, of the Surviving Corporation. Please read and sign the following statement. I hereby affirm under penalty of perjury that the plan of conversion is in accordance with the organic document of Non-surviving Business Entity and is duly authorized as required by the laws of the State of Indiana. Signature ________________________________ Printed Name ________________________________ Title ______________________________

b.

ARTICLE II: NAME OF NON-SURVIVING BUSINESS ENTITY
The name of Non-surviving Business Entity immediately before filing these Articles of Entity Conversion is the following: ______________________________________________________________________________________________________________________

ARTICLE III: NAME AND PRINCIPAL OFFICE OF SURVIVING CORPORATION
a. The name of Surviving Corporation is the following:

__________________________________________________________________________________________________________________________ · (Please note pursuant to Indiana Code 23-1-23-1(a), this name must include the word "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language.) b. The address of Surviving Corporation's Principal Office is the following:
City State Zip Code

Street Address

ARTICLE IV: REGISTERED OFFICE AND AGENT OF SURVIVING CORPORATION
Registered Agent: The name and street address of Surviving Corporation's Registered Agent and Registered Office for service of process are the following:
Name of Registered Agent

Address of Registered Office (street or building only, no PO Box)

City

Zip Code

Indiana
ARTICLE V: AUTHORIZED SHARES OF SURVIVING CORPORATION
a. b. Please state the number of shares Surviving Corporation is authorized to issue: ____________________________________________________ If there is more than one class of shares or shares with rights and preferences, please list such information as "Exhibit B" and attach herewith.

ARTICLE VI: INCORPORATORS
The names and addresses of the incorporators of Surviving Corporation are the following:

NAME

NUMBER AND STREET OR BUILDING

CITY

STATE

ZIP CODE

ARTICLE VII: ADDITIONAL PROVISIONS REGARDING THE SURVIVING CORPORATION (OPTIONAL)
You may attach and designate as "Exhibit C" the following information regarding Surviving Corporation, allowed by Indiana Code 23-1-21-2(b): · the names and addresses of the individuals who are to serve as the initial directors; · provisions regarding the purpose or purposes for which the Surviving Corporation is organized; · provisions regarding managing the business and regulating the affairs of the corporation; · provisions regarding defining, limiting, and regulating the powers of the Surviving Corporation, its board of directors, and shareholders; · a par value for authorized shares or classes of shares; · the imposition of personal liability on shareholders for the debts of the Surviving Corporation to a specified extent and upon specified conditions; and · any provision that under this article is required or permitted to be set forth in the bylaws of the Surviving Corporation.

ARTICLE VIII ­ INFORMATION OF NON-SURVIVING BUSINESS ENTITY
a. Non-surviving Business Entity is a: Limited Liability Company, b. Limited Liability Partnership, Limited Partnership, OR Other

The jurisdiction in which Non-surviving Business Entity was formed immediately before filing these Articles of Conversion is the following: ______________________________________________________________________________________________________________________

c.

If the jurisdiction stated above is a foreign jurisdiction (i.e. not Indiana), the following statement must be read and signed by an officer or authorized representative of Non-surviving Business Entity: I hereby affirm under penalty of perjury that, to the best of my knowledge, the conversion of Non-surviving Business Entity was duly authorized as required by the laws of the above-stated jurisdiction.

Signature ____________________________________ Printed Name _________________________________ Title _____________________________

In Witness Whereof, the undersigned being all the incorporators of Surviving Corporation execute these Articles of Entity Conversion and verify, subject to penalties of perjury, that the statement contained herein are true, this ______________ day of ______________________________, 20_______.

Signature of Duly Authorized Corporate Representative

Printed Name

Title