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Corporations Frequently Asked Questions - Certificate of Conversion

Frequently Asked Questions - Certificate of Conversion

I am converting a Wisconsin LLC to a Wisconsin corporation. How may I coordinate the filing of the Certificate of Conversion with the filing of the new articles of incorporation?

No coordination is necessary, because the new articles of incorporation are an integral part of the Certificate of Conversion. The new articles of incorporation appear as an exhibit to the Plan of Conversion, and should not be submitted as a separate document. The $150 filing fee for the Certificate of Conversion covers all elements of the transaction.

Can I convert my Illinois corporation to a Wisconsin limited liability company?

Yes, provided Illinois law permits such a conversion and the necessary filings are made in both Illinois and Wisconsin, in accordance with their respective laws.

Will the organization date of the resulting Wisconsin limited liability company be the same as the effective date of the certificate of conversion?

No. The date of organization will be the date the entity was originally created as a corporation in Illinois. The record will treat your limited liability company as a continuing entity, not a new entity, even though it will be a limited liability company after conversion.

When I convert a Delaware corporation to a Wisconsin corporation, I want to amend the articles of incorporation. How can this be done?

The Plan of Conversion contained in the Certificate of Conversion is to include a copy of the articles of incorporation after conversion. Accordingly, you have the opportunity to entirely rewrite the articles of incorporation to reflect the changes you want.

Do I have to pay my corporation's delinquent annual report fees if I am converting it to a limited liability company?

Yes. The entity is a corporation until the effective date of the conversion, and is subject to the law governing it as a corporation.

Do I have to use DFI Form 1000 ("Certificate of Conversion")?

Yes. You may, however, draft your own Plan of Conversion. Templates for a Plan of Conversion and Exhibit A are supplied, but their use is optional.

I wish to convert my Wisconsin corporation to a Wisconsin limited liability company. The articles of incorporation, before conversion, contain certain limitations and conditions that I want to include in the articles of organization of the LLC after conversion. How may that be accomplished?

The articles of organization for a limited liability company, which will be a part of the Plan of Conversion, may contain only the specific information allowed by sec. 183. 0202 of the Wisconsin Statutes, and could not accommodate the additional provisions you wish to include. Those limitations and conditions may be set forth in the LLC's operating agreement.

When converting a corporation to a limited liability company, is the certificate of conversion signed by a member of the limited liability company?

No. The certificate would be signed by an officer of the corporation, because it is subject to the law governing it as a corporation before the effective date of its conversion to a limited liability company.

We are converting an Illinois corporation, licensed in Wisconsin, to a Kansas limited liability company. Is filing a certificate of conversion the appropriate method of recognizing that change in Wisconsin?

No. In order to file a certificate of conversion in Wisconsin, the entity must be a Wisconsin entity before the conversion or after the conversion. If the Kansas limited liability company resulting from the conversion will be transacting business in Wisconsin, it would apply to register in Wisconsin as a foreign limited liability company.

Does filing a certificate of conversion converting my Wisconsin corporation to a Delaware limited liability company require it to apply for registration as a foreign LLC?

Yes, if the Delaware limited liability company will be transacting business in Wisconsin.

Other governmental agencies or my bank may want verification that my corporation has been converted to a limited liability company. How can I provide that verification?

Anyone with Internet access may reach our CRIS ("Corporate Registration & Information System") at www.wdfi.org and independently determine the classification of your entity as a "limited liability company." CRIS will also display an entry in the LLC's filing chronology ("CNV") to mark the conversion.

You may obtain written verification of the conversion by requesting DFI to issue a "Certificate of Status" with a special remark about the conversion. See Certificates of Status and Certified Copywork on our website at www.wdif.org. under Corporations.

 

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Department of Financial Institutions
Division of Corporate and Consumer Services
Corporate Section

Mailing Address:

PO Box 7846
Madison WI 53707

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201 W Washington Avenue, Suite 300
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Corporate Information Line 608-261-7577
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