Conversion Laws in Louisiana

(1) Immediately before the presentation of the articles of incorporation of the corporation, determine the name of the corporation and the name to which the name of the corporation is to be changed, which is a name that corresponds to the right of the surviving corporation to govern. Finally, once the transformation process is complete, it is important to properly adjust the company`s tax designation through the IRS by filing the appropriate IRS form (Form 8832 or Form 2553, depending on the situation). NOTE: It is important that you discuss the tax implications of the conversion with your tax advisor before starting the conversion. LLC-to-Corporation conversions are permitted under Louisiana law. (2) Declare that the transformation plan of the company has been duly approved in accordance with the organic law of the transferred company. F. After receiving the certificate of conversion from the Secretary of State and after complying with the applicable laws of the other state: After the conversion has been approved by the state, some additional steps are required to complete the process, such as the adoption of articles for the resulting company (operating agreement for LLC), holding initial discussions, the issuance of share certificates, etc. D. The request for conversion may be sent to the Secretary of State for submission from a specified date and, if indicated in the case of such delivery, from a specific date on that day within thirty days of the date of delivery. B. Such conversion may be carried out by a limited liability company only in accordance with this section and only after approval by a majority of the members or by a larger vote as required by the articles of association or an operating agreement. (2) Determine the jurisdiction under which the non-legal entity was incorporated immediately before the filing of the articles of association of the transformation of companies and the date on which the entity without legal capacity was formed in that jurisdiction. (3) A declaration, if any, that the limited liability company will convert its organizing State from another designated State to that State and will continue to exist in and under the laws of that State, or that it will convert its organizing State from that State to another designated State and will continue to exist in and under the laws of that other designated State.

Question: “Do you support, defend, reject or strongly oppose laws that would protect gay, lesbian, bisexual and transgender people from discrimination in jobs, social housing and housing?” 1. A national limited liability company which transforms its host State from that State to another State shall be deemed to be constituted exclusively under the law of that other State and no longer under the law of that State. The limited liability company continues to exist in its organizational form without interruption. All rights, title, interest, obligations and liabilities of the Limited Liability Company remain in the Limited Liability Company without prejudice, reduction or termination. Any proceedings pending by or against the Limited Liability Company or its members or officers in their capacity as such may be brought by or against the Limited Liability Company without the need for a new party to commence such proceedings as a result of a transformation of the State of the Organization as permitted in this Section. The limited liability company shall be deemed to have designated the Secretary of State of that State as its representative for the service of the proceedings for the performance of a liability or obligation against the limited liability company arising or existing before the date of entry into force of the transformation of the State of the Organization. (7) Any other provision, schedule or schedule that is not contrary to the law that the members choose to include in the certificate of conversion. Before filing the required conversion documents with the Louisiana Secretary of State, the company must hold a general meeting (LLC) or directors and shareholders (company) and formally approve the conversion. (1) `processing entity` means the national or national company without legal capacity which adopts a business transformation plan or the foreign entity without legal capacity which is transformed into a national economic company. G. In addition to the other requirements of this section, a national limited liability company that converts its host State from that State to another State must also submit to the Secretary of State a certified copy of the certificate of organization or other official certificate it has received from the other State that proves the organization of the company under the laws of that State.

Such a certified copy shall be submitted to the Secretary of State no later than thirty days after the issuance of the official certificate proving the organization of the company in accordance with the laws of the other State. D. The articles relating to the transformation of enterprises shall be submitted to the Secretary of State for presentation and shall enter into force on the date provided for in S.R. 12:1-123. The articles of the transformation of undertakings referred to in Subsection A or B of this Section may be combined with any transformation necessary under the organic law of the national entity without legal capacity if the combined application satisfies the requirements of this Section and the other Law on Organs. (6) A statement that the limited liability company has complied with the laws and requirements of the previous state of organization and the new state of organization when changing the organizational state. (4) A declaration that a majority of the members or a larger vote, as required by the articles of association or the company agreement, has approved the transformation of the state of organization. (3) Declare that the company`s transformation plan has been duly approved by the shareholders in the manner required by this Part and the articles.

B. A domestic economic company may become a foreign entity without legal capacity if the transformation of the company is permitted by the laws of the foreign jurisdiction. C. A national entity without legal capacity may become a national commercial company or another form of national company without legal capacity. Where the law of a national company without legal personality does not provide for a procedure for the approval of a business conversion, the transformation in the same way as a merger of the entity without legal capacity is accepted and approved and the transformation of the business is carried out. (3) Declare that the transformation of the entity without legal capacity has been duly authorized in the manner required by its organic law.

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