Pennsylvania Agreement and Plan of Conversion -
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In Pennsylvania, converting a General Partnership to an LLC requires filing a Statement of Conversion (Form DSCB: 15-355) with the Pennsylvania Department of State. A Docketing Statement must also accompany this form.
--Unless otherwise provided in the bylaws, a majority of the directors in office of a business corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of ...
Converting a Partnership to LLC Generally, each partner must sign the company's operating agreement and then file articles of organization with the state agency responsible for registering business organizations. However, each state is different, and some states may instead require a certification of formation.
You'll owe the same federal taxes as a sole proprietorship unless you elect to be taxed as a corporation. However, your state might have filing fees, annual fees, and other state business taxes you didn't pay as a sole proprietorship.
Steps for Changing Your Sole Proprietorship to an LLC Step One: Check to See if Your Business Name Is Available in Your State. ... Step Two: Designate a Registered Agent. ... Step Three: File the Articles of Organization. ... Step Four: Register With the IRS. ... Step Five: Announce Your LLC.
Pennsylvania law defines conversion as ?the deprivation of another's right of property in, or use or possession of, a chattel, without the owner's consent and without lawful justification.? Paves v. Corson, 765 A. 2d 1128, 1134 (Pa. Super.
Statutes of limitations applicable to actions for conversion are defined by legislative jurisdiction. For example, pursuant to New York law, a claim for conversion/trespass to chattels is subject to a three-year statute of limitations, whereas in Pennsylvania and Kansas it is two years.
For this reason, the IRS allows conversions from partnerships to LLCs and LLPs without affecting the tax status of the entity. Even if the conversion occurs in the middle of the year, the entity files a single tax return for the entire fiscal year and uses the same tax identification number.