Legal Question in Business Law in California

incorporate a LLC

Hello, my company is currently an LLC. I want to incorporate it since LLC cannot issue stock. Can I convert my business from an LLC to a corporation? I can't find such conversion form on Secatary of State website.

If there is no such conversion, do I have to dissolve LLC first and then incorporate my business again? What is the exact procedure here?

Thank you.


Asked on 7/09/02, 1:54 pm

3 Answers from Attorneys

Re: incorporate a LLC

Yes, you can convert. Our firm has expertise in LLC's, corporations and California business law.

Alex.

D. Alexander Floum is an experienced attorney and a law school professor.

The Schinner Law Group is a full-service law firm, providing assistance in business, corporate, tax, litigation, contracts, intellectual property and related areas of law.

NOTE: This communication is not intended as and should not be interpreted as legal advice. Rather, it is intended solely as a general discussion of legal principles. You should not rely on or take action based on this communication without first presenting ALL relevant details to a competent attorney in your jurisdiction and then receiving the attorney�s individualized advice for you. By reading the �Response� to your question or comment, you agree that the opinion expressed is not intended to, nor does it, create any attorney-client relationship, nor does it constitute legal advice to any person reviewing such information, nor will it be considered an attorney-client privileged communication. Pursuant to California Rules of Professional Conduct rule 1-400(d)(4), this communication is intended as a solicitation for legal services.

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Answered on 7/09/02, 2:06 pm
Amy Ghosh Law Offices of Amy Ghosh

Re: incorporate a LLC

Yes. you can covert. Contact me if you feel necessary 818-481-9284

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Answered on 7/09/02, 2:09 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: incorporate a LLC

Conversion of a California LLC into another kind of business entity is specifically provided for in the LLC law. See Corporations Code sections 17540.1 through 17540.9. There are some formalities and limitations.

While it may be literally true that an LLC cannot issue stock (and I'm not even sure of that!), I see no reason why an LLC could not issue tradeable securities representing economic interests, or perhaps even memberships, in the issuing LLC.

As securities, the tradeable interests would come under federal and state regulation in the same manner as stocks, bonds and tradeable limited partnership interests. They could be issued and traded only under a recognized exemption from registration or after registration.

Overall, selection of a type of business entity and its means of capitalization should be done based upon a unified concept or plan which weighs the pros and cons of LLC, corporate, etc. organization in the light of tax, personal liability, financing and other considerations without giving undue weight to one factor or to the exclusion of other factors. An experienced business attorney can assist in making the choices of organization type and financing method.

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Answered on 7/09/02, 3:15 pm


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