How do we convert a corporation to a LLC in Colorado?
Full Question:
Answer:
The act of changing one business entity into another is called "conversion" and is permitted by the Colorado statutes.
7-90-201. Conversion of an entity.
(1) Pursuant to a plan of conversion approved in accordance with section 7-90-201.4:
(a) A domestic entity of one form may be converted into any other form of domestic entity.
(b) A domestic entity may be converted into any form of foreign entity recognized in the jurisdiction under the law of which the entity will be considered to have been formed after the conversion.
(2) A foreign entity may be converted into a domestic entity if the conversion is not prohibited by the constituent documents or organic statutes and if the foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the conversion.
The corporation must enact a plan of conversion which must be approved by the corporation:
7-90-201.3. Plan of conversion.
(1) A plan of conversion shall state:
(a) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of the converting entity;
(b) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of the resulting entity;
(c) The terms and conditions of the conversion, including the manner and basis of changing the owners' interests of each converting entity into owners' interests or obligations of the resulting entity or into money or other property in whole or in part.
7-90-201.7. Statement of conversion - when conversion effective.
(1) After the conversion of an entity is approved in accordance with section 7-90-201.4, the converting entity shall cause a statement of conversion to be delivered to the secretary of state, for filing pursuant to part 3 of this article, if the converting entity has a constituent filed document or a statement of foreign entity authority filed in the records of the secretary of state and the resulting entity will not be an entity for which a constituent filed document will be filed in the records of the secretary of state. The statement of conversion shall state:
(a) The entity name of the converting entity, its principal office address, the jurisdiction under the law of which it is formed, and its form of entity;
(b) The true name of the resulting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;
(c) A statement that the converting entity has been converted into the resulting entity pursuant to this section; and
(d) Any other matters relating to the conversion that the converting entity determines to include therein.
(2) After the conversion of an entity is approved in accordance with section 7-90-201, if neither the resulting entity nor the converting entity is or will be an entity that will have a constituent filed document filed in the records of the secretary of state, either the resulting entity or the converting entity may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of conversion stating:
(a) The true name of the converting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;
(b) The true name of the resulting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;
(c) That the converting entity has been converted into the resulting entity pursuant to this section; and
(d) Any other matters relating to the conversion that the entity filing the statement of conversion determines to include therein.
(3) (a) After the conversion of an entity is approved in accordance with section 7-90-201, if the resulting entity will be an entity for which a constituent filed document is to be filed in the records of the secretary of state, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a combined statement of conversion and the constituent filed document that complies with the requirements of the organic statutes. In addition to complying with the requirements of the organic statutes for the constituent filed document, a combined statement of conversion and constituent filed document shall state:
(I) The entity name or, for an entity that has no entity name, the true name of the converting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;
(II) The entity name of the resulting entity;
(III) That the converting entity has been converted into the resulting entity pursuant to this section; and
(IV) Any other matters relating to the conversion that the entity filing the statement of conversion determines to include therein.
(b) Notwithstanding the requirement in paragraph (a) of this subsection (3), a combined statement of conversion and constituent filed document, once accepted for filing by the secretary of state, shall for all purposes be deemed to be two separate documents: The statement of conversion and the constituent filed document.
(4) The conversion shall become effective as specified by the organic statutes. If the organic statutes do not specify an effective date, the conversion shall become effective when the statement of conversion, if any, becomes effective as determined pursuant to section 7-90-304, or, if no statement of conversion is filed, the conversion shall become effective at the time and on the date determined by the owners of the converting entity.
The conversion would have to be in effect before the IRS will change the status of the corporation.
