Form CSCL/CD-754 "Certificate of Conversion for Use by a Limited Liability Company Converting Into a Business Organization" - Michigan

This version of the form is not currently in use and is provided for reference only.
Download this version of Form CSCL/CD-754 for the current year.

What Is Form CSCL/CD-754?

This is a legal form that was released by the Michigan Department of Licensing and Regulatory Affairs - a government authority operating within Michigan. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on June 1, 2018;
  • The latest edition provided by the Michigan Department of Licensing and Regulatory Affairs;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form CSCL/CD-754 by clicking the link below or browse more documents and templates provided by the Michigan Department of Licensing and Regulatory Affairs.

ADVERTISEMENT
ADVERTISEMENT

Download Form CSCL/CD-754 "Certificate of Conversion for Use by a Limited Liability Company Converting Into a Business Organization" - Michigan

1317 times
Rate (4.5 / 5) 92 votes
D
~
D
D
CSCL/CD-754 (Rev. 06/18)
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS
CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU
Date Received
(FOR BUREAU USE ONLY)
AC1
This document is effective on the date filed, unless a
subsequent effective date within 90 days after received
date is stated in the document.
Name
Address
City
State
ZIP Code
EFFECTIVE DATE:
Expiration date for new assumed names: December 31,
Document will be returned to the name and address you enter above.
If left blank, document will be returned to the registered office.
Expiration date for transferred assumed names appear on page 2.
CERTIFICATE OF CONVERSION
For use by a Limited Liability Company Converting into a Business Organization
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit
corporation) and Act 23, Public Acts of 1993 (limited liability companies), the undersigned limited liability company executes
the following Certificate of Conversion.
1. Before Conversion
Entity Name:
Entity ID:
Domestic Limited Liability Company
Indicate (X)
Street Address, if different than the one provided in Item 3:
Entity Type
Foreign Limited Liability Company
2. After Conversion
Entity Name:
Domestic Profit Corporation
Domestic Nonprofit Corporation
Indicate (X)
Foreign Profit Corporation
Entity Type
Foreign Nonprofit Corporation
Domestic Limited Liability Company
Foreign Limited Liability Company
If the converting limited liability company is a domestic limited liability company that has not commenced business, has not
issued any membership interests; has no debts or other liabilities, and has not received or returned any payments for its
membership interests, proceed to Item 4.
If the converting limited liability company is a domestic limited liablity company that has commenced business or a foreign limited
liability company, proceed to Item 3.
D
~
D
D
CSCL/CD-754 (Rev. 06/18)
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS
CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU
Date Received
(FOR BUREAU USE ONLY)
AC1
This document is effective on the date filed, unless a
subsequent effective date within 90 days after received
date is stated in the document.
Name
Address
City
State
ZIP Code
EFFECTIVE DATE:
Expiration date for new assumed names: December 31,
Document will be returned to the name and address you enter above.
If left blank, document will be returned to the registered office.
Expiration date for transferred assumed names appear on page 2.
CERTIFICATE OF CONVERSION
For use by a Limited Liability Company Converting into a Business Organization
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit
corporation) and Act 23, Public Acts of 1993 (limited liability companies), the undersigned limited liability company executes
the following Certificate of Conversion.
1. Before Conversion
Entity Name:
Entity ID:
Domestic Limited Liability Company
Indicate (X)
Street Address, if different than the one provided in Item 3:
Entity Type
Foreign Limited Liability Company
2. After Conversion
Entity Name:
Domestic Profit Corporation
Domestic Nonprofit Corporation
Indicate (X)
Foreign Profit Corporation
Entity Type
Foreign Nonprofit Corporation
Domestic Limited Liability Company
Foreign Limited Liability Company
If the converting limited liability company is a domestic limited liability company that has not commenced business, has not
issued any membership interests; has no debts or other liabilities, and has not received or returned any payments for its
membership interests, proceed to Item 4.
If the converting limited liability company is a domestic limited liablity company that has commenced business or a foreign limited
liability company, proceed to Item 3.
3. Surviving Business Organization (After Conversion Entity)
Governing Statute:
Street Address:
Principal Place of Business:
4. (Complete only if a later effective date is desired other than the date of filing. The date must be no more than
90 days after the receipt of this document by the administrator.)
The conversion is effective on the
day of
,
.
The plan of conversion will be furnished by the surviving business organization, on request and without cost, to any member
of the converting limited liability company.
The conversion is permitted by the law that will govern the internal affairs of the business organization after conversion and the
surviving business organization complies with that law in converting.
5. The assumed names being transferred to continue for the remaining effective period of the Certificate of
Assumed Name on file prior to the conversion are:
Assumed Name
Expiration Date
6. The converting limited liability company's name and/or assumed name(s) to be used as new assumed name(s)
of the surviving business organization:
Assumed Name
7. Signatures: Complete only Section (a) or (b) if the converting entity is a domestic limited liability company.
Proceed to Item 8 if the before conversion entity is a foreign limited liability company.
Complete if the domestic limited liability company has not commenced business:
a) The domestic limited liability company has not yet commenced business, has not issued any membership interests; has no
debts or other liabilities, and has not received or returned any payments for its membership interests and the plan of
conversion was adopted and approved by unanimous consent of the organizers, in accordance with Section 708(1)(d) of
the Act.
Signed this
day of
,
.
(Signature of Organizer)
(Signature of Organizer)
(Type or Print Name)
(Type or Print Name)
(Signature of Organizer)
(Signature of Organizer)
(Type or Print Name)
(Type or Print Name)
Complete if the domestic limited liability company has commenced business:
b) The plan of conversion was adopted and approved by the unanimous vote of the members, entitled to vote, unless the
articles of organization or operating agreement provide otherwise, in accordance with Section 708(1)(c) of the Act.
Signed this
day of
,
.
By
(Signature of Member, Manager or Authorized Agent)
(Type or Print Name)
Complete Item 8 if the before conversion entity is a foreign limited liability company and the after conversion entity is
either a domestic limited liability company or a domestic nonprofit corporation.
8. The terms and conditions of the proposed conversion, including the manner and basis of converting the membership interests
of the foreign limited liability company into ownership interests or obligations of the surviving business organization, into cash,
into other consideration that may include ownership interests or obligations of an entity that is not a party to the conversion,
or into a combination of cash and other consideration.
9. Signature:
Complete only if before conversion entity is a foreign limited liability company.
The plan of conversion was adopted and submitted for approval in the manner required by the law governing the internal
affairs of the converting foreign limited liability company.
Signed this
day of
,
.
By
(Signature of Authorized Officer or Agent)
(Type or Print Name)
CSCL/CD-754 (Rev. 06/18)
Preparer's Name
)
(
Business telephone number
INFORMATION AND INSTRUCTIONS
1. This form may be used to draft your Certificate of Conversion. A document required or permitted to be filed under the Act cannot be
filed unless it contains the minimum information required by the Act. The format provided contains only the minimal information required
to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice.
2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities &
Commercial Licensing Bureau. The original will be returned to your registered office address unless you enter a different address in the
box on the front of this document.
3. This Certificate is to be used pursuant to section 708 of 1993 PA 23, section 746 of 1972 PA 284, and section 746 of 1982 PA 162,
for the purpose of converting a domestic limited liability company into a business organization, or a foreign limited liability company
converting into a domestic limited liability company or domestic corporation.
4. Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.
5. Item 4 - This document is effective on the date endorsed "Filed" by the Bureau. A later effective date, no more than 90 days after the
date of delivery to this office, may be stated as an additional article.
6. Item 5 - A converting limited liability company may transfer to the converted entity the use of an assumed name for which a Certificate
of Assumed Name is on file with the administrator prior to the conversion.
Pursuant to sections 212 and 217 of 1972 PA 284 and 1982 PA 162, the assumed name of a corporation shall not contain the words
limited liability company.
7. Item 6 - The converted entity may use as an assumed name the name of the converting limited liability company and/or assumed
names to be used as new assumed names by filing a Certificate of Assumed Name or by providing for the use of the assumed name
in the Certificate of Conversion. A provision in the Certificate of Conversion is treated as a new Certificate of Assumed Name.
8. If additional space is required for any section, continue the section on an attachment.
9. This Certificate must be signed by a manager, if managed by one or more managers, a member if management remains in the members
or an authorized agent of the company.
10. If the resulting entity is a domestic limited liability company or domestic corporation, the Certificate of Conversion must be
accompanied by the formation document required to be filed.
FEES: Make remittance payable to the State of Michigan. Include entity name and identification number on check or money order.
FEES ARE NONREFUNDABLE, except organization and franchise fees.
If converting from a domestic limited liability company to a domestic nonprofit corporation:
Certificate of Conversion ………………………...........................………………....$25.00
Articles of Incorporation……................................………………………..…..…....$20.00
TOTAL FEE......................$45.00
If converting from a foreign limited liability company to a domestic limited liability company:
Certificate of Conversion.………………………...………................….....………..$25.00
Articles of Organization……………….....……………..……….................…….....$50.00
TOTAL FEE.......................$75.00
If converting from a foreign limited liability company to a domestic nonprofit corporation:
Certificate of Conversion.………………………...………................….....………..$25.00
Articles of Incorporation……................................……………………...………....$20.00
TOTAL FEE.....................$45.00
If converting from a domestic limited liability company to either: a foreign profit corporation; foreign limited liability company;
OR, foreign nonprofit corporation:
Certificate of Conversion.………………………...………................….....………..$25.00