Articles of Conversion for a Domestic Business to Non-Profit or a Domestic Non-Profit to Business Corporation (Pennsylvania)
This form converts a domestic business to a non-profit business or a domestic non-profit to a business corporation. The form provided here is simply a sample of what the actual Forms 1963 and 5963 look like.
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
Articles of Conversion
(15 Pa.C.S.)
____ Domestic Business to Nonprofit (§ 1963)
____ Domestic Nonprofit to Business Corporation (§ 5963)
Name _____________________________
Address __________________________
City _______________________________
State ______________________
Zip Code __________________
Document will be returned to the name and address you enter
In compliance with the requirements of the applicable provisions (relating to articles of conversion), the undersigned, desiring to effect a conversion, hereby states that:
1. The name of the dividing corporation/limited partnership/limited liability company is: ____________________________
2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street _____________________________
City ______________________________
State _____________________________
Zip ____________________
County _________________
(b) Name of Commercial Registered Office Provider c/o ________________ County ___________
3. The statute by or under which it was incorporated: _____________________
4. The date of its incorporation: ______________________________
5. Check, and if appropriate complete, one of the following:
____The plan of division conversion shall be effective upon filing these Articles of Conversion in the Department of State.
____ The plan of conversion shall be effective on: _____________ (Date) at _____________ (Hour).
6. Check one of the following:
____ The plan of conversion was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1905 or adopted by the members (or shareholders) pursuant to 15 Pa.C.S. § 5905.
____ The plan of conversion was adopted by the directors and shareholders (or members) pursuant to 15 Pa.C.S. §§ 1924(a) and 1962(b) or adopted by the directors and members (or shareholders) pursuant to 15 Pa.C.S. §§ 5924(a) and 5962(b).
____ Option for Nonprofit to Business Only: The plan of conversion was adopted by the board of directors pursuant to 15 Pa.C.S. §§ 5924(b) and 5962(b).
7. Check, and if appropriate complete, one of the following:
____ The plan of conversion is set forth in full in Exhibit A attached hereto and made a part hereof.
____ Pursuant to 15 Pa.C.S. § 1901/§ 5901 (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of conversion that amends or constitutes the operative provisions of the Articles of Incorporation of the converting corporation as in effect subsequent to the effective date of the plan is set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of conversion is on file at the principal place of business of the converting corporation, the address of which is:
Number and Street _____________________________
City ______________________________
State _____________________________
Zip ____________________
County _________________
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Conversion to be signed by a duly authorized officer thereof this__________________ day of ________________, _________.
________________________________________________ (Name of Corporation)
________________________________________________ (Signature)
________________________________________________ (Title)
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
web site: www.dos.state.pa.us/corps
A. Typewritten is preferred. If not, the form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $70 made payable to the Department of State.
B. Under 15 Pa.C.S. § 135(c) (relating to addresses) an actual street or rural route box number must be used as an address, and the Department of State is required to refuse to receive or file any document that sets forth only a post office box address.
C. The following, in addition to the filing fee, shall accompany this form:
(1) Two copies of a completed form DSCB:15-134B (Docketing Statement-Changes).
(2) Any necessary copies of form DSCB:17.2.3 (Consent to Appropriation or Use of Similar Name) shall accompany Articles of Conversion effecting a change of name and the change in name shall contain a statement of the complete new name.
(3) Any necessary governmental approvals.
D. The effective date in Paragraph 5 may not be prior to the filing date, but the plan of conversion may state a prior effective date "for accounting purposes only."
E. For Nonprofit to Business Only: If the action of a nonprofit corporation was authorized by a body other than the board of directors or members Paragraph 6 should be modified accordingly.
F. For Business to Nonprofit Only: If the second option in Paragraph 7 is checked, the corporation is required by 15 Pa.C.S. § 1901 (relating to omission of certain provisions from filed plans) to furnish a copy of the full text of the plan, on request and without cost, to any shareholder and, unless the converting corporation is a closely-held corporation as defined in 15 Pa.C.S. § 1103 (relating to definitions), on request and at cost to any other person.
G. For Nonprofit to Business Only: If the second option in Paragraph 7 is checked, the corporation is required by 15 Pa.C.S. § 5901 (relating to omission of certain provisions from filed plans) to furnish a copy of the full text of the plan, on request and without cost, to any person.
H. This form and all accompanying documents shall be mailed to the address stated above.