December 30, 2022
Corporate Compliance
Conversions of Corporations
Effective January 1, 2023, Senate Bill 49 establishes a process similar to other types of California business that allows a corporation to convert in a single step to a business entity organized under the laws of a different state.
"Legislative Counsel's Digest
SB 49, Umberg. Corporate conversions.
Existing law specifies the process by which a corporation may be converted into a domestic other business entity if specified conditions are met.
This bill would instead provide that this process applies to the conversion of a corporation into a domestic other business entity, foreign other business entity, or foreign corporation, as specified. The bill would define terms for purposes of these provisions, make other conforming changes, and establish the means by which an obligation of a corporation that has converted to a foreign corporation or foreign other business entity may be enforced.
Existing law requires a corporation that desires to convert to a domestic other business entity to approve a plan of conversion that includes, among other things, the jurisdiction of organization of the converted entity after conversion.
This bill would require a corporation to also provide the name and form after conversion.
Existing law authorizes the Secretary of State to charge a fee to an entity not exceeding $150 for its conversion made under these provisions.
This bill would remove the authorization of the Secretary of State to charge a fee for corporate conversions."
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"Legislative Counsel's Digest
SB 49, Umberg. Corporate conversions.
Existing law specifies the process by which a corporation may be converted into a domestic other business entity if specified conditions are met.
This bill would instead provide that this process applies to the conversion of a corporation into a domestic other business entity, foreign other business entity, or foreign corporation, as specified. The bill would define terms for purposes of these provisions, make other conforming changes, and establish the means by which an obligation of a corporation that has converted to a foreign corporation or foreign other business entity may be enforced.
Existing law requires a corporation that desires to convert to a domestic other business entity to approve a plan of conversion that includes, among other things, the jurisdiction of organization of the converted entity after conversion.
This bill would require a corporation to also provide the name and form after conversion.
Existing law authorizes the Secretary of State to charge a fee to an entity not exceeding $150 for its conversion made under these provisions.
This bill would remove the authorization of the Secretary of State to charge a fee for corporate conversions."
View Info