Michigan Secretary of State Entity Conversion Form

In the case of a business entity wanting to convert its type in the State of Michigan, the Michigan Secretary of State Entity Conversion Form has to be completed and submitted.

Extracted Text for Proper Search

CSCL/CD-554 (Rev. 02/13)	
EFFECTIVE DATE: Address	
(FOR BUREAU USE ONLY)	
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS
CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU	
Date Received	
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
City State ZIP Code
 	Document will be returned to the name and address you enter above.
If left blank, document will be returned to the registered office.	 	
CERTIFICATE OF CONVERSION
For use by a Corporation Converting into a Business Organization	
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations) and Act 23, Public Acts of 1993 (limited liability
companies), the undersigned corporation executes the following Certificate of Conversion.
1.  Before Conversion
Entity Name:	Entity ID:	
Indicate (X)
Entity Type	
Domestic Profit Corporation
Street Address, if different than the one provided in Item 3:
Foreign Corporation	
2.  After Conversion
Entity Name:
Indicate (X)
Entity Type	
     Domestic Profit Corporation
     Foreign Corporation
     Domestic Limited Liability Company
     Foreign Limited Liability Company	
If the converting corporation is a domestic corporation that has not commenced business, has not issued any shares, and has
not elected a board of directors, proceed to Item 6.
If the converting corporation has commenced business, proceed to Item 3.

3.  Surviving Business Organization
Governing Statute:
Street Address:
Principal Place of Business:
4.  Shares
Designation and number of outstanding shares in each class or series
Indicate class or series of shares entitled to vote
Indicate class or series entitled to vote as a class
If the number of shares is subject to change prior to the effective date of the conversion, the manner in which the change may
occur is as follows:
5.  The terms and conditions of the proposed conversion, including the manner and basis of converting the shares
     of the converting corporation into the shares of the converted entity.
6.  (Complete only if an 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 in the office.)
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 shareholder
of the converting corporation.
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.

7.  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	
8.  The converting corporation's name and/or assumed name(s) to be used as new assumed name(s) of the
     surviving business organization:	
Assumed Name	
9.  Signatures: Complete only Section (a), (b), or (c)
Complete if the Corporation has not commenced business:
a)  The plan of conversion was approved by unanimous consent of the incorporators of the converting domestic corporation and
the corporation has not yet commenced business, has not issued shares, and has not elected a board of directors in
accordance with Section 745(1)(d) of the act.
Signed this                       day of                                                                    ,                        .	
(Signature of Incorporator)
(Type or Print Name)
(Signature of Incorporator)
(Type or Print Name)	
(Signature of Incorporator)
(Type or Print Name)
(Signature of Incorporator)
(Type or Print Name)

Complete if the Corporation has commenced business:
b)  The plan of conversion was adopted by the Board of Directors and approved by the shareholders of the Domestic
Corporation in accordance with Section 745(1)(c) of the Act.
Signed this                       day of                                                                    ,                        .	
(Signature of Authorized Officer or Agent)	
(Type or Print Name)	
By	
Complete only if the converting corporation is foreign:
c)  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 corporation.
Signed this                       day of                                                                    ,                        .	
(Signature of Authorized Officer or Agent)	
(Type or Print Name)	
By

INFORMATION AND INSTRUCTIONS	
CSCL/CD-554 (Rev. 02/13)
Preparer's Name
Business telephone number	
(            )	
Name of person or organization remitting fees.	
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.  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.
4.  Item 1 - Enter the name and identification number previously assigned by the Bureau (if available).  If this number is unknown leave it
     blank.
5.  This Certificate is to be used pursuant to section 745 of Act 284, Public Acts of 1972 and section 709 of Act 23, Public Acts of 1993,
     for the purpose of converting a domestic or foreign corporation into a business organization.
6.  Item 6 - 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.
7.  If additional space is required for any section, continue the section on an attachment.
8.  Item 7 - A converting corporation 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.
9.  Item 8 - The converted entity may use as an assumed name the name of the converting corporation 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. Pursuant to Sections 204(3)(b) and 206(1) of Act 23, Public Acts of 1993, the assumed name of a limited liability company shall not
contain the word "corporation" or "incorporated" or the abbreviation "corp." of "inc.".
10.  This Certificate must be signed by an authorized officer or agent of the converting corporation, unless the incorporators approve the
       conversion pursuant to section 745(1)(d) of the Act, in which case this Certificate shall be signed by a majority of the incorporators.
11.  The Certificate of Conversion must be accompanied by the formation document(s) required to be filed under the laws governing the
       internal affairs of the converted business organization, in the manner prescribed by those laws.
NONREFUNDABLE FEE:  Make remittance payable to the State of Michigan.  Include entity name and identification number on check or
money order.  Fees are nonrefundable, except fees related to stock increases for profit corporations.
Converting Corporation:
Certificate of Conversion......................................................................................................................................................................
Each new Assumed Name, if converted entity is a corporation............................................................................................................
Each new Assumed name, if converted entity is a limited liability company.........................................................................................
Attached Articles of Organization.........................................................................................................................................................
Attached Articles of Incorporation.........................ORGANIZATION FEE: BASED ON AUTHORIZED SHARE (Insert Fee)	
PLUS NONREFUNDABLE FEE:
TOTAL MINIMUM FEE	
$	
ADDITIONAL FEES DUE FOR AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:
Amount of Increase
1-60,000
60,001-1,000,000
1,000,0001-5,000,000
5,000,0001-10,000,000
More than 10,000,000Fee
$50.00
$100.00
$300.00
$500.00
$500.00 for first 10,000,000 plus $1000.00 for each additional
10,000,000 or portion thereof$50.00
$10.00
$25.00
$50.00
+   $10.00

Attached Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan for use by foreign corporations
Profit Corporation
NONREFUNDABLE FEE.............................
INITIAL FRANCHISE FEE.....................
TOTAL INITIAL ADMISSION FEES.....	
Nonprofit Corporation
NONREFUNDABLE FEE.............................
FRANCHISE FEE..................................
TOTAL INITIAL ADMISSION FEES.....	
Attached Application for Certificate of Authority to Transact Business for use by foreign limited liability companies.........................$50.00
Submit with check or money order by mail:
     Michigan Department of Licensing and Regulatory Affairs
     Corporations, Securities & Commercial Licensing Bureau
     Corporation Division
     P.O. Box 30054
     Lansing, MI  48909To submit in person:
               2501 Woodlake Circle
               Okemos, MI
               Telephone:  (517) 241-6470
Fees may be paid by check, money order, VISA or
Mastercard when delivered in person to our office.
MICH-ELF (Michigan Electronic Filing System):
First Time Users:  Call (517) 241-6470, or visit our website at http://www.michigan.gov/corporations
Customer with MICH-ELF Filer Account:  Send document to (517) 636-6437
LARA is an equal opportunity employer/program.  Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with
disabilities.	
$10.00
$50.00
$60.00$10.00
$10.00
$20.00