Fillable Printable Form 51571
Fillable Printable Form 51571
Form 51571
ARTICLES OF ENTITY CONVERSION
CONVERSION OF A NON-CORPORATION BUSINESS ENTITY
INTO AN INDIANA CORPORATION
State Form 51571 (R4 / 7-16)
Approved by State Board of Accounts, 2016
SECRETARY OF STATE
BUSINESS SERVICES DIVISION
302 West Washington Street, Room E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
www.sos.in.gov
INSTRUCTIONS: 1. Use 8 ½”x11 white paper for attachments.
2. Please TYPE
or PRINT in INK.
3. Please visit our office on the web at www.sos.IN.gov
4. Make check or money order payable to the Secretary of State.
5. Submit original completed paperwork and payment to: 302 West Washington Street, Room E-018, Indianapolis, IN 46204.
INFORMATION CONTAINED ON THIS PAGE IS NOT PART OF THE PUBLIC RECORD.
Name of business
E-mail address of business (SOS use only)
RETURN DOCUMENTS TO:
Name
Street address, line 1
Street address, line 2
City
State
ZIP code
Telephone number
( )
E-mail address (If different from above – SOS use only)
Reset Form
Page 1 of 2
ARTICLES OF ENTITY CONVERSION
CONVERSION OF A NON-CORPORATION BUSINESS ENTITY
INTO AN INDIANA CORPORATION
State Form 51571 (R4 / 7-16)
Approved by State Board of Accounts, 2016
Indiana Code 23-1-18-3
FILING FEE: $30.00
ARTICLESOFCONVERSION
OF
____________________________________________________________________________
(hereinafter “Non-surviving Business Entity”)
INTO
____________________________________________________________________________
(hereinafter “Surviving Corporation”)
ARTICLE I: PLAN OF ENTITY CONVERSION
a. Please set forth the Plan of Conversion, containing such information as required by Indiana Code 23-1-38.5-11, attach herewith, and designate it as
“Exhibit A.”
The plan must specify the following:
A statement of the type of business entity that the surviving entity will be and, if it will be a foreign non-corporation, its jurisdiction of
organization;
The terms and conditions of the conversion;
The manner and basis of converting the interests, securities, obligations, rights to acquire interests or other securities of Non-surviving
Business Entity following its conversion into the shares of Surviving Corporation; and
The full text, as in effect immediately after the consummation of the conversion, of the organic documents, if any, of the Surviving
Corporation.
b. Please read and sign the following statement.
I hereby affirm under penalty of perjury that the plan of conversion is in accordance with the organic document of Non-surviving Business Entity and
is duly authorized as required by the laws of the State of Indiana.
Signature Printed Name Title
ARTICLE II: NAME OF NON-SURVIVING BUSINESS ENTITY
a. The name of Non-surviving Business Entity immediately before filing these Articles of Entity Conversion is the following:
ARTICLE III: NAME AND PRINCIPLE OFFICE OF SURVIVING CORPORATION
a. The name of Surviving Corporation is the following:
(Please note pursuant to Indiana Code 23-1-23-1(a), this name must include the word “incorporated", "company", or "limited", or the abbreviation
"corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language.)
b. The address of Surviving Corporation’s Principal Office is the following:
Street Address (number and street) City State ZIP code
ARTICLE IV: REGISTERED OFFICE AND AGENT OF SURVIVING CORPORATION
Registered Agent: The name and street address of Surviving Corporation’s Registered Agent and Registered Office for service of process are the
following:
Name of Registered Agent
Address of Registered Office (number and street or building)
City State
Indiana
ZIP code
Page 2 of 2
ARTICLE
V
: AUTHORIZED SHARES OF SURVIVING CORPORATION
b. Please state the number of shares Surviving Corporation is authorized to issue.
c. If there is more than one class of shares or shares with rights and preferences, please list such information as “Exhibit B” and attach herewith.
ARTICLE VI: INCORPORATORS
The names and addresses of the incorporators of Surviving Corporation are as follows:
NAME NUMBER AND STREET OR BUILDING CITY STATE ZIP CODE
ARTICLE VII: ADDITIONAL PROVISIONS REGARDING THE SURVIVING CORPORATION (OPTIONAL)
You may attach and designate as “Exhibit C” the following information regarding Surviving Corporation, allowed by Indiana Code 23-1-21-2(b):
the names and addresses of the individuals who are to serve as the initial directors;
provisions regarding the purpose or purposes for which the Surviving Corporation is organized;
provisions regarding managing the business and regulating the affairs of the corporation;
provisions regarding defining, limiting, and regulating the powers of the Surviving Corporation, its board of directors, and shareholders;
a par value for authorized shares or classes of shares;
the imposition of personal liability on shareholders for the debts of the Surviving Corporation to a specified extent and upon specified
conditions; and
any provision that under this article is required or permitted to be set forth in the bylaws of the Surviving Corporation.
ARTICLE VIII
–
INFORMATION OF NON-SURVIVING BUSINESS ENTITY
a. Non-surviving Business Entity is a:
Limited Liability Company, Limited Liability Partnership, Limited Partnership, OR Other ___________________________
b. The jurisdiction in which Non-surviving Business Entity was formed immediately before filing these Articles of Conversion is the following:
c. If the jurisdiction stated above is a foreign jurisdiction (i.e. not Indiana), the following statement must be read and signed by an officer or authorized
representative of Non-surviving Business Entity:
I hereby affirm under penalty of perjury that, to the best of my knowledge, the conversion of Non-surviving Business Entity was duly authorized as
required by the laws of the above-stated jurisdiction
Signature Printed Name Title
In Witness Whereof, the undersigned being all the incorporators of Surviving Corporation execute these Articles of Entity Conversion
and verify, subject to penalties of perjury, that the statement contained herein are true,
this ____________________________ day of _________________________________, 20____________
Required:
By checking the box, the Signator(s) represent(s) that the registered agent named in the application has consented to the appointment of registered
agent.
Signature of Duly Authorized Corporate Representative Printed name
Title
