Entity Conversions became available June 12

On June 12, 2014, a new law regarding entity conversions went into effect.

During the 2014 legislative session, SB 5999 was passed allowing organizations to restructure their form.

The law authorizes conversion for an organization to and from an LLC, and also to and from a domestic corporation.

Excluded are entities such as nonprofit corporations, miscellaneous corporations, and governmental and quasi-governmental organizations. This new law does not allow for sole proprietorships to convert to an entity structure.

Here you will find the final bill report from the legislature: SB5999 – 2013-2014, and the Session Law as displayed by the Washington State Legislature. The Articles of Conversion need to be drawn up according to pages 4 and 11 of the session law, plus the new entity “Origination” filing.  The filing fee is $190.00 ($10.00 Articles of Conversion filing fee, plus $180.00 new entity origination fee), if expedite service is requested, the additional $50.00 expedite fee is due in addition to all fees. Forms are not provided for the Articles of Conversion, these are typically prepared by legal staff, trusted advisors, or the converting entity.

Here you will find the Office of the Secretary of State, Corporations and Charities Division Cover Sheet that could be included with the articles of conversion and other documents related to conversion.

If you have questions about the process please contact us at: corps@sos.wa.gov or by calling 360-725-0377.

Note:

The Office of the Secretary of State, Corporations and Charities Division does not provide legal advice.

Businesses are encouraged to seek legal advice to answer questions about conversions because it involves several topics like business liability, personal liability, business licensing, taxation and others. The Corporations and Charities Division will help you with the appropriate filing once you have made your decision.