Alberty Publishing Online: Item Detail

Price: $50.00
Revised: October 1, 2009 - 39 pages

Description:
Form 6.2 includes a set of documents for converting a partnership into an LLC. The documents are designed for use in making a conversion in accordance with a state LLC statute permitting the conversion of a general or limited partnership to an LLC. But the form contains alternative an optional provisions and documents that can be used to convert a partnership to an LLC even if applicable state law does not specifically provide for such conversions. Whether or not it is made under applicable state law, the conversion results in a continuation of the partnership without interruption for federal income tax purposes, so long as the interests of the members in the LLC are the same as their interests in the partnership and the business of the partnership is continued by the LLC. The conversion is also nontaxable to the partners in the partnership and does not require the transfer of the individual assets of the partnership to the LLC.

The form contemplates that the LLC being formed will be managed by its members. A basic form of operating agreement is included in this set of documents. The operating agreement is based on a general partnership model of management and operation.

Features:

Assignment - Form of assignment of partners' interests in a partnership to an LLC.
Change of form of entity - Forms for conversion of a partnership to an LLC.
Conversion agreement - Form of agreement converting a partnership to an LLC.
Liquidation agreement - Form of agreement for liquidation of partnership in connection with conversion of a partnership to an LLC.
Operating agreement - Operating agreement for member-managed LLC created upon the conversion of a general partnership to an LLC.
Tax-free reorganizations - Forms for conversion of a partnership to an LLC in a transaction that is not taxable to the partners, the partnership, or the LLC.

FORM 6.2— Conversion of Partnership to LLC