One of the changes made by House Bill 05-1149 was to clarify section 5.5 of 7-90-201 C.R.S. governing the conversion of an entity into another entity. Section 5.5 states what information should be included in a combined statement of conversion and constituent filed document. The definition for “constituent filed document” can be found in 7-90-102 (6) C.R.S.

There are now four statements of conversion forms/cover sheets located on our “Forms list” with more to follow once they are completed.

Statement of Conversion
This is our original form/cover sheet and is to be used "if either the converting entity or the resulting entity has or will have a constituent filed document filed in the records of the secretary of state. 7-90-201 (5) C.R.S.

For example:

1. If a Colorado limited partnership is converting into a Colorado general partnership, this form/cover sheet should be filed.
2. Another example of when this form should be filed is if a Colorado corporation is converting into a Delaware corporation. If the Delaware corporation is going to do business in Colorado, the entity would file the statement of foreign entity authority in a separate document.

Combined Statement of Conversion and Constituent Filed Document
This form/cover sheet is to be used "if the resulting entity will be an entity for which a constituent filed document is to be filed in the records of the secretary of state..." 7-90-201 (5.5) C.R.S.

For example:
If a Delaware limited partnership is converting and the resulting entity will be a Colorado limited partnership, this form/cover sheet should be used. As instructed in the form/cover sheet, after completing this statement of conversion, the filer should then select and complete the certificate of limited partnership form/cover sheet and attach it to this statement and submit it to our office as one document. There is no additional fee for the certificate of limited partnership as it is an attached part of the filing as a whole.

We plan on having an appropriate form/cover sheet for each resulting entity type that incorporates the statement of conversion combined with the resulting constituent filed document. We did not have time to get each separate form/cover sheet written so this form/cover sheet is to be used when applicable until we get the other ones finished. We did complete two combined statements of conversion forms/cover sheets for the most common resulting entity types: domestic limited liability company and domestic profit corporation.

Combined Statement of Conversion and Articles of Organization
This form/cover sheet is to be used "if the resulting entity will be an entity for which a constituent filed document is to be filed in the records of the secretary of state..." 7-90-201 (5.5) C.R.S. and such resulting entity is a domestic limited liability company. Since the articles of organization are included in this one form/cover sheet, the filer does not include a separate form/cover sheet for them.

Combined Statement of Conversion and Articles of Incorporation for a Profit Corporation
This form/cover sheet is to be used "if the resulting entity will be an entity for which a constituent filed document is to be filed in the records of the secretary of state..." 7-90-201 (5.5) C.R.S. and such resulting entity is a domestic profit corporation. Since the articles of incorporation are included in this one form/cover sheet, the filer does not include a separate form/cover sheet for them.

This publication and any examples given, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. Questions should be addressed to the user’s legal, business or tax advisor(s).

Published October 7, 2005 at 2:30 PM