ContractsCounsel Logo

Certificate of Conversion

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 7,503 reviews
Home Types of Contracts Certificate of Conversion

Jump to Section

Need help with a Certificate of Conversion?

Post Project Now

Post Your Project (It's Free)

Get Bids to Compare

 Hire Your Lawyer

A certificate of conversion is an official document that confirms and verifies the transition or transformation of one business entity into another legal form. In addition, a certificate of conversion is generally used when a business wishes to revise its legal structure. It serves as a proof of the conversion and provides the required details to validate the change in legal standing. This blog post will discuss a certificate of conversion, its objective, and other relevant information.

Key Functions of a Certificate of Conversion

A certificate of conversion possesses several crucial functions, including:

Business Entity Conversions

The primary purpose of a certificate of conversion is to facilitate the transformation of one type of business entity into another while maintaining its existing assets, liabilities, and operations. This official document serves as a record of the transition and ensures adherence to legal requirements. Common types of conversions include:

  • Transformation of the Business Entity: When a business owner decides to change their business structure from a sole proprietorship to a partnership or corporation, they often need a certificate of conversion. This document establishes the new legal framework and provides proof of the transformation.
  • Conversion of a Partnership into a Corporation: When partners choose to convert their partnership into a corporation, a certificate of conversion is essential. It documents the shift from a partnership to a corporate entity, enabling the entity to operate under new legal guidelines.
  • Conversion of a Corporation into a Different Entity Type: Sometimes, a corporation may need to switch to a new entity type, such as a Limited Liability Company (LLC). The certificate of conversion is important in this process as it ensures a seamless transition and serves as an official record of the business conversion.

Changing Legal Status

A certificate of conversion is also used to change the legal status of individuals or organizations. Here are some notable examples:

  • Religious Conversions: When an individual changes their religious affiliation, they require a certificate of conversion to validate and document the change. This document is commonly used for administrative purposes, like updating personal records and affiliations.
  • Immigration and Citizenship: Individuals seeking to change their citizenship or immigration status may need a certificate of conversion. This document helps establish their new legal status, granting them access to the rights and benefits of their new citizenship or immigration category.

Compliance and Regulatory Requirements

Certificates of conversion play a major role in ensuring compliance with legal and regulatory frameworks, promoting transparency and accountability in various scenarios:

  • Tax Purposes: Businesses undergoing conversion need a certificate of conversion to comply with tax regulations. This document helps confirm the legitimacy of the transformation and assists in determining tax liabilities and obligations under the new legal structure.
  • Regulatory Approvals and Licenses: Certain industries and professions require specific licenses or regulatory approvals. When an entity undergoes conversion, a certificate of conversion may be necessary to obtain or update such authorizations and permissions. It is evidence of the entity's updated legal status, ensuring compliance with industry regulations.

Steps to Obtain a Certificate of Conversion

Below are the steps in acquiring a certificate of conversion, including the requirements and documentation.

  1. Determine the Suitable Business Entity. The initial step is identifying the new business entity structure that best meets your requirements. Also, you must consider factors such as liability protection, tax implications, ownership flexibility, and governance requirements. Research different business entity types, such as corporations, LLCs, partnerships, or sole proprietorships, and choose the one that aligns with your business objectives.
  2. Conduct Research and Seek Professional Advice. Before proceeding with the business conversion, conduct thorough research on the legal and regulatory requirements associated with the new business entity. It is advisable to consult with legal and financial professionals, including attorneys and accountants, who specialize in business conversions.
  3. Prepare a Conversion Plan. Create a conversion plan that outlines the specifics of the transformation, including the rights, preferences, and privileges of the converted entity. This plan typically includes information about the assets, liabilities, and ownership structure of the existing entity, as well as the proposed business of the converted entity. It may also address the continuity of contracts, licenses, and permits during the transition.
  4. Obtain Shareholder or Member Approval. In most cases, obtaining approval from shareholders or members is necessary before business conversion, particularly for entities with multiple owners like corporations or LLCs. Prepare and circulate a written consent or resolution to seek approval from the relevant stakeholders. Ensure that the authorization complies with the applicable laws and the existing governing entity documents.
  5. File the Certificate of Conversion. Next, file the certificate of conversion with the appropriate government agency or secretary of state. The specific agency may vary depending on the jurisdiction and the type of business entity converted. Generally, you will need to complete a designated form that includes essential details such as the name of the existing entity, the proposed name of the converted business entity, the effective date of conversion, and the authorized signatures.
  6. Submit Required Supporting Documents. In addition to the certificate of conversion, you must submit supporting documents. These typically include a certified copy of the existing entity's articles of organization or incorporation, the conversion plan, any necessary consents or resolutions, and the filing fee. Review the specific requirements of your jurisdiction to ensure all required documents are included.
  7. Pay the Filing Fee. Government agencies usually impose a filing fee for processing the certificate of conversion. The fee amount varies depending on the jurisdiction and the type of conversion. Be sure to submit the required payment with your application to avoid delays or rejection of your conversion request.
  8. Await Approval and Certificate Issuance. The government agency will review your application after submitting the certificate of conversion and accompanying documents. The processing time may vary depending on the agency's workload and the jurisdiction. During this period, make yourself available to provide additional information or address any concerns.
Meet some lawyers on our platform

Emmanuel K.

1 project on CC
View Profile

Nicholas M.

7 projects on CC
View Profile

Jennifer P.

1 project on CC
View Profile

Sara S.

40 projects on CC
View Profile

Key Terms for the Certificate of Conversion

  • Business Entity: It is a statutory framework under which a company operates, like a partnership, corporation, Limited Liability Company (LLC), or sole proprietorship.
  • Conversion: Conversion is the extensive process of changing a business entity's legal structure or form. This procedure allows transforming one type of entity into another without necessitating the dissolution of the existing entity or the creation of a new one.
  • Legal Structure: Legal structure denotes the officially recognized form of organization that governs the establishment and operation of a business. Common examples of legal structures include corporations, partnerships, and sole proprietorships.
  • Sole Proprietorship: A sole proprietorship represents a business owned and operated by a single individual. The owner has complete control over the company and bears personal responsibility for its debts and obligations.
  • Partnership: A partnership is a business arrangement in which two or more individuals share ownership and responsibility for the business. Partnerships can be categorized as general or limited depending on each partner's liability level.

Final Thoughts on the Certificate of Conversion

The certificate of conversion is a binding legal document that promotes the transformation of a business entity from one structure to another. By understanding the objective and process, company owners can effectively navigate the business conversion process, take advantage of potential advantages, and ensure better legal compliance.

If you want free pricing proposals from vetted lawyers that are 60% less than typical law firms, click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Certificate of Conversion Lawyers

Scott S. on ContractsCounsel
View Scott
5.0 (27)
Member Since:
October 27, 2021

Scott S.

Free Consultation
New York, NY
16 Yrs Experience
Licensed in NY
Benjamin Cardozo School of Law

Scott graduated from Cardozo Law School and also has an English degree from Penn. His practice focuses on business law and contracts, with an emphasis on commercial transactions and negotiations, document drafting and review, employment, business formation, e-commerce, technology, healthcare, privacy, data security and compliance. While he's worked with large, established companies, he particularly enjoys collaborating with startups. Prior to starting his own practice in 2011, Scott worked in-house for over 5 years with businesses large and small. He also handles real estate leases, website and app Terms of Service and privacy policies, and pre- and post-nup agreements.

Gamal H. on ContractsCounsel
View Gamal
5.0 (1)
Member Since:
October 31, 2021

Gamal H.

Free Consultation
New York City
25 Yrs Experience
Licensed in NY
New York Law School

I am a commercial contracts attorney with twenty years of experience. I have represented major corporate clients including Amazon, Marvel, and Viacom as well as independent entertainment professionals and technology startups.

Ralph S. on ContractsCounsel
View Ralph
5.0 (4)
Member Since:
October 31, 2021

Ralph S.

Free Consultation
Gainesville FL
12 Yrs Experience
Licensed in DC, FL, MA
University of Florida Levin College of Law

Ralph graduated from University of Florida with his JD as well as an LLM in Comparative Law. He has a Master's in Law from Warsaw University , Poland (summa cum laude) and holds a diploma in English and European Law from Cambridge Board of Continuous Education. Ralph concentrates on business entity formation, both for profit and non profit and was trained in legal drafting. In his practice he primarily assists small to medium sized startups and writes tailor made contracts as he runs one of Florida disability non profits at the same time. T l Licensed. in Florida Massachusetts and Washington DC this attorney speaks Polish.

Oscar B. on ContractsCounsel
View Oscar
Member Since:
October 28, 2021

Oscar B.

Free Consultation
Saint Petersburg, FL
21 Yrs Experience
Licensed in FL
Stetson University, College of Law

Oscar is a St. Petersburg native. He is a graduate of the University of Florida and Stetson University, College of Law. A former US Army Judge Advocate, Oscar has more than 20 years of experience in Estate Planning, Real Estate, Small Business, Probate, and Asset Protection law. A native of St. Petersburg, Florida, and a second-generation Gator, he received a B.A. from the University of Florida and a J.D. from Stetson University’s College of Law. Oscar began working in real estate sales in 1994 prior to attending law school. He continued in real estate, small business law, and Asset Protection as an associate attorney with the firm on Bush, Ross, Gardner, Warren, & Rudy in 2002 before leaving to open his own practice. Oscar also held the position of Sales & Marketing Director for Ballast Point Homes separately from his law practice. He is also a licensed real estate broker and owner of a boutique real estate brokerage. As a captain in the US Army JAG Corps, he served as a Judge Advocate in the 3rd Infantry Division and then as Chief of Client Services, Schweinfurt, Germany, and Chief of Criminal Justice for the 200th MP Command, Ft. Meade, Maryland. He is a certified VA attorney representative and an active member of VARep, an organization of real estate and legal professionals dedicated to representing and educating veterans. Oscar focuses his practice on real small business and asset protection law.

Rachael D. on ContractsCounsel
View Rachael
Member Since:
October 28, 2021

Rachael D.

Free Consultation
New York
11 Yrs Experience
Licensed in NY
Touro Law

We help simplify every transaction and provide a superior level of customer service to create long lasting and trusted relationships with our clients. Our goal is to guide our clients with practical and zealous legal representation and eliminate the difficult nature of any legal transaction.

Yoann E. A. L. on ContractsCounsel
View Yoann E. A.
Member Since:
October 29, 2021

Yoann E. A. L.

Free Consultation
4 Yrs Experience
Licensed in CA
Concord Law School at Purdue University Global

For over 15 years, I accumulated both hands-on technical and business experience as an IT engineer and entrepreneur, enabling me to understand your challenges probably better than anyone else on the legal market! My California-based full-online practice focuses on: - Intellectual Property (Copyright / Trademarks) - Privacy / Data Protection - Commercial matters (e.g. service contracts) - Corporate (e.g. incorporation, restructuring)

Melanie C. on ContractsCounsel
View Melanie
Member Since:
October 31, 2021

Melanie C.

Business & Intellectual Property Attorney
Free Consultation
19 Yrs Experience
Licensed in NJ, NY
Emory University School of Law

Melanie Cunningham specializes in helping entrepreneurs remain creative and expansive by establishing the foundation of their business and protecting and maximizing their intellectual property. It’s her belief that entrepreneurs and micro and small business owners play a critical role in our communities, which propelled Melanie to return to private practice after more than a decade working for global financial institutions. Melanie’s practice is dedicated to delivering excellent legal support and protection to this vital, but an often underserved, community. Melanie credits her business training and the skills developed as a senior compliance officer with enabling her to help small business owners have a legally compliant business, while proactively advising clients during the growth process. She’s helped diverse entrepreneurs do business in a way that focuses more on collaboration than competition. Melanie has counseled small business owners in determining what is protection worthy (helping them obtain trademarks and copyrights) and making contact on their behalf in the case of infringement.

Find the best lawyer for your project

Browse Lawyers Now
Certificate of Conversion lawyers by city
See All Certificate of Conversion Lawyers
related contracts
See More Contracts
other helpful articles

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer


Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city