The Delaware Agreement and Plan of Conversion is a legal document that outlines the terms and conditions of converting a corporation from one type to another in the state of Delaware. This conversion allows a corporation to change its corporate structure, such as converting from a C corporation to an S corporation or vice versa. The agreement typically includes essential details regarding the conversion, such as the effective date, the name of the corporation, the type of conversion being pursued, and the terms that the corporation's stakeholders must adhere to during and after the conversion process. There are several types of Delaware Agreement and Plan of Conversion, including: 1. Conversion from C corporation to S corporation: This type of conversion is often sought by closely-held corporations that want to take advantage of the tax benefits associated with S corporations. By converting, the corporation becomes eligible for pass-through taxation, which means that the profits and losses of the corporation are reported on the individual tax returns of the shareholders. 2. Conversion from S corporation to C corporation: Conversely, some corporations may choose to convert from an S corporation to a C corporation if they wish to have more flexibility in terms of ownership structure, profits distribution, or if they exceed the limits set for S corporations (e.g., maximum number of shareholders). 3. Conversion to a different corporate entity: Apart from changing tax treatment, corporations may also opt for a conversion that transitions them into a different corporate entity altogether, such as a limited liability company (LLC) or a partnership. This conversion may be suitable for corporations seeking to reduce their administrative burden or wanting to take advantage of specific benefits associated with different entity types. 4. Internal conversion: In some cases, a Delaware Agreement and Plan of Conversion may pertain to an internal conversion within a single corporate entity, where a corporation is converting and reorganizing one or more of its divisions, subsidiaries, or business units. This type of conversion is typically used to enhance operational efficiency, refocus business activities, or separate specific assets or liabilities. In summary, the Delaware Agreement and Plan of Conversion is a legal document that outlines the terms and conditions of converting a corporation from one type to another in the state of Delaware. By executing this agreement, corporations can change their tax treatment, corporate structure, or reorganize their business units to adapt to evolving business needs.
Plan Of Conversion Template
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Filing fees for Delaware LLC to corporation conversion A one-page document of transfer can be filed for $164. A one-page registration costs $89 to file.
A certificate evidencing the conversion of an entity from one type to another or from one jurisdiction to another (for example, conversion of a Delaware limited liability company to a Delaware corporation or the conversion of a New York corporation to a Delaware corporation).
At minimum, a plan of conversion typically includes at least the following information: The converting entity's name. The converted entity's name. A statement of ?continuing existence? A statement of approval for the conversion.
Prepare a Conversion Document to Turn Your LLC Into a Delaware Corporation. To convert your LLC, you'll need to prepare a certificate of conversion as well as a certificate of incorporation.
Converting to a Delaware C Corp Basics It's quick. It generally takes about two to three days for the state of Delaware to process the paperwork. It's pretty cheap. For instance, in Delaware, the filing fee for an LLC to C Corporation conversion usually costs less than $300.
Delaware Conversion From a Corporation to a Corporation Agency:Delaware Department of State - Division of CorporationsForm:Certificate of Conversion from a Non-Delaware Corporation to a CorporationAgency Fee:$164
Delaware LLC Formation Filing Fee: $110 The filing fee starts at $110, but if you want a certified copy of your Certificate of Formation, you'll need to pay another $50. You can pay an extra $50 and the state will process your documents within 24 hours of receiving them.
For Foreign Corporations: Agency:Delaware Department of State - Division of CorporationsFiling Method:Mail or online.Agency Fee:$245Law:8 DE Code § 371Certified Copy Requirement:Certified copies not required.2 more rows