Partnershi Conv to LLc Agrt
Content
Page 1
AGREEMENT OF PARTNERSHIP TO LLC.
CONVERSION AGREEMENT OF ________, A [STATE] [STATE] PARTNERSHIP PARTNERSHIP TO ________, LLC, A [STATE] LIMITED LIABILITY COMPANY
This Conversion Agreement dated ________, by and between ________, an individual having a residence at ________ [address], ________ [city], [State], and ________, an individual having a reside residence nce at ________ ________[ad [addre dress] ss],, ________ ________ [city] [city],, [State [State]] (herei (hereina nater ter reerr reerred ed to as the !Partners" o ________ or !#embers" o ________ $$C%&
RECITALS
The 'arties 'arties intend to orm a limited limited liability liability com'any under the laws o [State], [State], that will will be nown as ________, $$C (the !$$C"%) and The Partner Partnerss 'resen 'resently tly hold 1** 'ercent 'ercent o the intere interests sts in ________, ________, a [State [State]] general general 'artnershi' (the !Partnershi'"%) and The Partners Partners intend to contribute contribute their 'artnershi 'artnershi' ' interests interests to the $$C and then convert the 'artnershi' interests into membershi' interests in the $$C in identical 'ercentages that each Partner now holds in the Partnershi'& +n consideration consideration o the 'remises and the mutual agreements agreements contained contained in this agreement, agreement, the Partners agree to convert the Partnershi' into the $$C on the ollowing terms (1% Conversion& As o the eective date o the ormation o the $$C, the Partners will contribute their 'artnershi' interests to the $$C in e-change or membershi' interests in the $$C, as ollows
.A#/ ________ ________ ________
PA0T./0S+P PA0T./0S+P ________ ________ ________
+.T/0/ST +.T/0/S T $$C +.T/0/ST +.T/0/S T ________ ________ ________
(2% .o Cash Consideration& The conversion o the Partnershi' into the $$C 'rovided or by
Page 2
this Agreement will be com'leted without the 'ayment o any cash consideration by or to either o the Partners& (3% Title to Pro'erty& The Partners agree to tae all action and e-ecute all documents necessary to vest title o the Partnershi'4s 'ro'erty in the $$C& (5% Assum'tion o $iabilities& The $$C assumes all liabilities o the Partnershi' that e-ist as o the eective date o this Conversion Agreement& (6% Com'liance 7ith $aw& The Partners re'resent and warrant that this Conversion Agreement has been unanimously a''roved by all o the 'artners& (8% Pur'ose& The $$C4s 'ur'ose is to hold, manage and o'erate the 'ro'erty o the Partnershi', nown as ________ [address], ________ [city], [State], in the e-act same manner as the 'ro'erty is 'resently being held, managed and o'erated by the Partnershi', and to engage in any other lawul act or activity or which a limited liability com'any may be ormed under [State] Statutes Cha'ter [ ]& (9% Same /ntity& The $$C is deemed to be the same entity which e-isted beore the conversion contem'lated by this Agreement, and (a% All 'ro'erty, real and 'ersonal, tangible and intangible, o the converting 'artnershi' is and remains vested in the converted limited liability com'any) (b% All debts, obligations and liabilities o the converting 'artnershi' continue as debts, obligations and liabilities o the converted limited liability com'any) (c% As 'rovided or in this Agreement, the Partners o the 'artnershi' shall continue as #embers in the converted limited liability com'any& (:% Counter'arts& This Conversion Agreement may be e-ecuted in counter'arts, each o which is deemed an original and all o which constitute one and the same instrument& +. 7+T./SS 7/0/;<, the individuals irst named above, as Partners o the Partnershi', hereby e-ecute this Conversion Agreement as o the date and year irst written above&
[Signature]
_________________________ Partner
[Signature]
_________________________ Partner
AGREEMENT OF PARTNERSHIP TO LLC.
CONVERSION AGREEMENT OF ________, A [STATE] [STATE] PARTNERSHIP PARTNERSHIP TO ________, LLC, A [STATE] LIMITED LIABILITY COMPANY
This Conversion Agreement dated ________, by and between ________, an individual having a residence at ________ [address], ________ [city], [State], and ________, an individual having a reside residence nce at ________ ________[ad [addre dress] ss],, ________ ________ [city] [city],, [State [State]] (herei (hereina nater ter reerr reerred ed to as the !Partners" o ________ or !#embers" o ________ $$C%&
RECITALS
The 'arties 'arties intend to orm a limited limited liability liability com'any under the laws o [State], [State], that will will be nown as ________, $$C (the !$$C"%) and The Partner Partnerss 'resen 'resently tly hold 1** 'ercent 'ercent o the intere interests sts in ________, ________, a [State [State]] general general 'artnershi' (the !Partnershi'"%) and The Partners Partners intend to contribute contribute their 'artnershi 'artnershi' ' interests interests to the $$C and then convert the 'artnershi' interests into membershi' interests in the $$C in identical 'ercentages that each Partner now holds in the Partnershi'& +n consideration consideration o the 'remises and the mutual agreements agreements contained contained in this agreement, agreement, the Partners agree to convert the Partnershi' into the $$C on the ollowing terms (1% Conversion& As o the eective date o the ormation o the $$C, the Partners will contribute their 'artnershi' interests to the $$C in e-change or membershi' interests in the $$C, as ollows
.A#/ ________ ________ ________
PA0T./0S+P PA0T./0S+P ________ ________ ________
+.T/0/ST +.T/0/S T $$C +.T/0/ST +.T/0/S T ________ ________ ________
(2% .o Cash Consideration& The conversion o the Partnershi' into the $$C 'rovided or by
Page 2
this Agreement will be com'leted without the 'ayment o any cash consideration by or to either o the Partners& (3% Title to Pro'erty& The Partners agree to tae all action and e-ecute all documents necessary to vest title o the Partnershi'4s 'ro'erty in the $$C& (5% Assum'tion o $iabilities& The $$C assumes all liabilities o the Partnershi' that e-ist as o the eective date o this Conversion Agreement& (6% Com'liance 7ith $aw& The Partners re'resent and warrant that this Conversion Agreement has been unanimously a''roved by all o the 'artners& (8% Pur'ose& The $$C4s 'ur'ose is to hold, manage and o'erate the 'ro'erty o the Partnershi', nown as ________ [address], ________ [city], [State], in the e-act same manner as the 'ro'erty is 'resently being held, managed and o'erated by the Partnershi', and to engage in any other lawul act or activity or which a limited liability com'any may be ormed under [State] Statutes Cha'ter [ ]& (9% Same /ntity& The $$C is deemed to be the same entity which e-isted beore the conversion contem'lated by this Agreement, and (a% All 'ro'erty, real and 'ersonal, tangible and intangible, o the converting 'artnershi' is and remains vested in the converted limited liability com'any) (b% All debts, obligations and liabilities o the converting 'artnershi' continue as debts, obligations and liabilities o the converted limited liability com'any) (c% As 'rovided or in this Agreement, the Partners o the 'artnershi' shall continue as #embers in the converted limited liability com'any& (:% Counter'arts& This Conversion Agreement may be e-ecuted in counter'arts, each o which is deemed an original and all o which constitute one and the same instrument& +. 7+T./SS 7/0/;<, the individuals irst named above, as Partners o the Partnershi', hereby e-ecute this Conversion Agreement as o the date and year irst written above&
[Signature]
_________________________ Partner
[Signature]
_________________________ Partner
