Formation of Domestic Entity by Conversion – 1/2022 Page 1 of 5
STATE OF ALABAMA
STATEMENT OF CONVERSION FOREIGN OR NON-REGISTERED ALABAMA ENTITY TO
REGISTERED DOMESTIC ENTITY (FORMATION OF DOMESTIC ENTITY BY CONVERSION)
PURPOSE: In order to change the registration of a foreign entity (any entity formed outside of Alabama) or to register a
previously unregistered Alabama entity (example: General Partnership, or other non-filing entities) to reflect a conversion
to a domestic filing entity of any type, the entity must deliver the documentation in this form to the Alabama Secretary of
State for filing pursuant to Sections 10A-1-8.01---8.04, Code of Alabama 1975.
INSTRUCTIONS: Mail 2 copies of this completed form along with a self-addressed, stamped envelope to:
Information on the converting entity [entity will become the converted entity named in item 2]:
1. The name of the converting entity as registered in Alabama (if this is a qualified foreign entity):
The legal name of the entity in ju
risdiction of formation (if never registered, the name from the formation documents or
business license):
2. Legal name of foreign entity authorized in Alabama under a fictitious name, if applicable:
3. If converting entity is a qualified foreig
n entity, Alabama Entity ID Number :
INSTRUCTIONS TO OBTAIN ID NUMBER TO COMPLETE FORM: If you do not have this number
immediately available, you may obtain it on our website at www.sos.alabama.gov; Click on Business Services (below
picture); Click on Business Entity and Name Search, click on Entity Name, enter the registered name of the entity in
the appropriate box, and enter. The six (6) digit number containing a dash is the entity ID number. If you click on that
number, you can check the details page to make certain that you have the correct entity –this verification step is
strongly recommended.
This f
orm was prepared by: (type name and full address)
(For SOS Use Only
)
*Secretary of State, Business Services, P.O. Box 5616, Montgomery, Alabama 36103.
*Include a check, money order, or credit card payment for the $100.00 processing fee.
*Must include completed form of Certificate of Formation/Incorporation for the new entity type.
*You may email the filing to [email protected]
*Your filing will not be indexed if the credit/debit card does not authorize and will be removed from the index if the
check is dishonored ($30 fee).
This form must be typed or the request will be rejected without review.
OR
(Format 000-000-000)
- -
000
FORMATION OF DOMESTIC ENTITY BY CONVERSION
Page 2 of 5
Converting Entity is an Alabama non-filing entity type and
Type of entity:
OR Converting Entity is foreign entity not qualified to do business in Alabama: and
Type of entity:
4. Jurisdiction of formation (state/country if outside of United States):
5. The title an
d address of the public office where the certification of formation for the converting entity is filed, if any:
Information on the converted entity – this entity will continue to exist and be indexed under the Alabama Entity ID
Number provided in item 1 on page 1 if t
he converting entity was a qualified foreign entity in Alabama (non-
qualified foreign entities and Alabama non-filing domestic entities will be issued an Alabama Entity ID Number):
6. The name of
the new converted domestic entity resulting from this conversion (A domestic name reservation
certificate issued by the Alabama Secretary of State must be attached unless the name is not changing from a qualified
converting foreign entity already registered in the State of Alabama under that name with the exception of the entity
type designation):
The converted name must agree with the converted entity type in accordance with and for purposes of Sections
10A-1-5.01 et seq. The converted name for a Limited Partnership or Limited Liability Limited Partnership must
conform to 10A-1-5.05.
7. Street (No PO Boxes) address of converted entity:
Mailing address (if different)
8. Name of registered agent for service of process (MUST be physically located in Alabama):
Individual:
OR
Organization/Entity name:
9. Street (No
PO Boxes) address of registered office:
COUNTY of above address:
Formation of Domestic Entity by Conversion – 1/2022
Mailing address in Alabama (if different)
OR
FORMATION OF DOMESTIC ENTITY BY CONVERSION
Formation of Domestic Entity by Conversion – 1/2022 Page 3 of 5
10. The Type of Entity formed by conversion (must check one) and the following attachments must be included
with the filing based on type of converted entity:
Business Corporation: attachment stating the amount of stock the corporation is authorized to issue and purpose
or purposes for which the corporation is formed (10A-2A-2.02)
Nonprofit Corporation: attachment stating if the nonprofit corporation is to have members or a statement that
there are to be no members; number of initial directors constituting the initial board of directors; and names and
addresses of the initial directors (10A-3-3.02)
Professional Corporation (PC): attachment stating the number of shares the corporation is authorized to issue;
names and addresses of individuals who will serve as the initial directors; and purpose or purposes for which the
corporation is formed (10A-4-1.02); and a statement that the converted entity is formed under 10A-4-2.02.
Limited Liability Company (LLC): attachment stating that there is at least one member of the Limited Liability
Company (10A-5A-2.01)
Series Limited Liability Company (SLLC): attachment stating that there is at least one member of the Limited
Liability Company (10A-5A-2.01)
Professional Limited Liability Company (PLLC): attachment stating that there is at least one member of the
Limited Liability Company (10A-5A-2.01)
Limited Partnership (LP): the name and the street and mailing address of each general partner must be
attached (10A-9A-2.01); and each general partner must sign this formation by conversion document (10A-1-3.04)
Limited Liability Partnership (LLP): a brief statement of the business in which the partnership engages (10A-
8A-10.01)
Limited Liability Limited Partnership (LLLP): by definition the LLLP follows the filing format of the
Limited Partnership above (10A-9A-1.02(9) and (11))
Employee Cooperative Corporation: if this converted entity is a type not listed above you must provide any
information required by Title 10A for formation of that type of entity.
Real Estate Investment Trust: if this converted entity is a type not listed above you must provide any
information required by Title 10A for formation of that type of entity.
General Partnership: if this converted entity is a type not listed above you must provide any information
required by Title 10A for formation of that type of entity.
Not for Profit General Partnership: if this converted entity is a type not listed above you must provide any
information required by Title 10A for formation of that type of entity.
*Must include the terms and conditions of the conversion, including the manner and basis for converting
interest in the converting entity into any combination of money, interests in the converted entity, and other
consideration allowed in subsection (c). Required by 10A-1-8.01(b)(1)(c)
NEW CERTIFICATE OF FORMATION/INCORPORATION FORM MUST BE COMPLETED AND ATTACHED
https://www.sos.alabama.gov/business-entities/business-downloads
https://www.sos.alabama.gov/business-entities/business-downloads
NEW CERTIFICATE OF FORMATION/INCORPORATION FORM MUST BE COMPLETED AND ATTACHED
FORMATION OF DOMESTIC ENTITY BY CONVERSION
The undersigned reviewed and agree with the following numbered statements 11 through 17:
11. The surviving domestic entity is formed by conversion.
12. The duration of the entity shall be perpetual unless otherwise stated by attachment. The entity will continue to exist
until it is dissolved, terminated,
cancelled, or revoked in accordance with Title 10A.
13. If the converting entity is a foreign entity formed outside of Alabama, the undersigned certify that the conversion is
permitted by the law of the state or country under whose law the converting foreign entity was formed and the
converting foreign entity has complied with that law in effecting this conversion (10A-1-8.04).
14. The undersigned certify that if the converted entity is one in which one or more owners lack limited liability
protection, each owner who is to become an owner without limited liability protection with respect to the
resulting entity has consented in writing to the conversion as required by 10A-1-8.01.
15. The undersigned certify that this conversion was approved pursuant to 10A-1-8.01.
16. Notification for ANNUAL REPORT requirements:
Business Corporations and Professional Corporations: The annual report is filed as an addendum to the Business
Privilege Tax Return with the Alabama Department of Revenue. The fee is $10.00 Section 10A-2A-16.11.
Contact the Alabama Department of Revenue for filing instructions, dates, and forms.
Nonprofit Corporations, Limited Liability Companies, Limited Partnerships (LP), and Limited Liability
Limited Partnerships (LLLP): No annual report is required.
17. Other terms and conditions not inconsistent with the Code of Alabama, Title 10A and additional authorized
signatures may be added by attachment.
This filing will have a delayed effective date of / / and time : am or pm. The
delayed effective date may not be prior to the date received and accepted for filing by the Alabama Secretary of State.
The date may be any date after the date the filing is received and filed not to exceed ninety (90) days after the signing
of this document. The time of filing to be ___:___ __AM or __PM. (Cannot be noon or midnight-12:00)
Formation of Domestic Entity by Conversion – 1/2022 Page 4 of 5
NEW CERTIFICATE OF FORMATION/INCORPORATION FORM MUST BE COMPLETED AND ATTACHED
*DO NOT FILE A NEW FORMATION*
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✔
Formation of Domestic Entity by Conversion – 1/2022 Page 5 of 5
Date (MM/DD/YYYY) Typed name and title of signature below
Signature of person authorized to sign per 10A-1-4.01
Date (MM/DD/YYYY) Typed name and title of signature below
Signature of person authorized to sign per 10A-1-4.01
Date (MM/DD/YYYY) Typed name and title of signature below
Signature of person authorized to sign per 10A-1-4.01
FORMATION OF DOMESTIC ENTITY BY CONVERSION
Signature Page
More than one authorized person may sign (for a LP or LLLP all General Partners must sign).
/
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/
/
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Dear Alabama Business Owner:
Recent
ly, the Alabama Legislature passed ACT 2021-223, which is a new law that requires the Secretary of State’s
Office to collect data about small businesses, minority-owned businesses, and women-owned businesses.
Your participation in this survey will aid the state in identifying businesses that may be eligible for assistance or
resources.
Pleas
e check the boxes that apply to your business:
SMAL
L BUSINESS:
□ Any independently owned and operated business with no more than 50 full-time employees, a majority of
whom have their permanent place of residence in the state.
MINOR
ITY-OWNED BUSINE
SS: (African American, Hispanic, Asian American, or Native American)
□ An independently owned and operated business that is at least 51% owned or controlled by one or more
minority individuals, a majority of whom have their permanent place of residence in the state.
OR
□ A publicly owned business of which at least 51% of the stock is owned and controlled by one or more
minority individuals and whose daily management and operations are under the control of one or more of
these minority individuals, a majority of whom have their permanent place of residence in the state.
WOMAN-OWNED BUSINE
SS:
□ An independently owned and operated business that is at least 51% owned or controlled by one or more
women, a majority of whom have their permanent place of residence in the state.
OR
□ A publicly owned business of which daily management and operations are under the control of a woman or
group of women, a majority of whom have their permanent place of residence in the state, and who own
and control at least 51% of the stock of the business or an equivalent ownership stake.
OTHER
:
□ Check this box if you prefer not to respond.
If none of these apply to your business, please disregard.
Thank you for your contributions to the State of Alabama.
✔
Secretary of State Credit Card or Prepaid Payment Option/Return/Hold Sheet: If you do not send
an acknowledgement copy and a pre-addressed postage paid envelope with the filing or return email
address, you will not receive a receipt from the Secretary of State’s Office. Hold for pickup request will
have the receipt attached. The document of record will be stamped showing the receipt of the filing fee
but will not show convenience fees (these fees are 3% of the total charge plus $2.00).
Information MUST be typed or filing will be returned without review.
-
Entity Name:
AL Entity ID #, required for all filings other than formation/registration:
Service Requested: X $100.00 Conversion filing fee
Return via email:
Hold at Front Desk for pick-up by:
There is no notification service/call for pick-up.
Choose one of the following:
Check/money order is attached-Please make one check payable for each filing to the Alabama
Secretary of State. Do not use one check for multiple filings.
Charge fees to prepaid account: Account Number
and Account Name
Typed Name & Signature of Authorized Individual on Account
(Visa, MC, Discover & AmEx)
Expiration Mo/Yr.: / (MM/YY)
Credit Card Type:
Card Number:
Card Holder Name:
Complete Billing Address:
Street or PO Box
City State Zip
Signature of Card Holder:
MUST be Signature of Card Holder
Conversion Credit Card Payment Slip – 10/2/2022
-
(ex: 000-000-000)
000
✔
