Instructions: Statement of Conversion

 Use these instructions when completing a Statement of Conversion pursuant to § 7-90-201.7 (2) of the Colorado Revised Statutes (C.R.S.). The required form/cover sheet must be used when submitting the document for filing. Mistakes may have legal consequences: review the information provided carefully. The Colorado Secretary of State’s Office cannot provide legal advice. Questions should be addressed to your legal, business or tax advisor(s). Only provide information that is required or permitted to be included in the document. Information included in the document must be in English, typewritten or machine printed, and must state the name and address of at least one individual causing the document to be delivered for filing. In order to obtain a copy of the filed document or access additional information, including Frequently Asked Questions (FAQs), visit our Web site, www.sos.state.co.us.

 

Instructions

Converting Entity Information: The initial fields relate to the entity as it exists prior to the conversion. These fields are as follows:

True Name: Provide the true name of the converting entity. For legal authority, refer to § 7-90-601, C.R.S.

Form of Entity: Select the form of the converting entity from the drop-down list. If “Other” is selected, provide the form of the entity in the space provided.

Jurisdiction of Entity: The Jurisdiction field will be pre-filled with “Colorado”. “Colorado” cannot be changed because the jurisdiction of formation must be Colorado when using this statement of conversion.  If the converting entity is not a Colorado entity, click on “Previous Page” and select a different statement of conversion that allows for the conversion of a foreign entity.

Principal Office Address:

Street Address: A street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable. The city, state, and ZIP code must also be provided. Any address outside of the United States must include the country and, if applicable, the province.  The street address must be a physical address and cannot be a post office box.

Example: 123 N. Main Street, Apt 101
               Denver, Colorado 80202

Mailing Address: A mailing address is optional. If the mailing address is different than the street address, or mail cannot be delivered to the street address, provide the address, including the city, state and ZIP/postal code where mail is to be delivered. Any address outside of the United States must include the country and, if applicable, the province.

Example:  P.O. Box 854
                Lakewood, Colorado 80228

Resulting Entity Information: The next series of fields relate to the entity as it will exist after the conversion.  These fields are as follows:

True Name: Provide the true name of the resulting entity. For legal authority, refer to § 7-90-601, C.R.S.

Form of Entity: Select the form of the resulting entity from the drop-down list. If “Other” is selected, provide the form of the entity in the space provided.

Jurisdiction of Entity: Select the jurisdiction of the resulting entity from the drop-down list. If “Other” is selected, provide the jurisdiction of the entity in the space provided.

Principal Office Address:

Principal Office Street Address: A street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable. The city, state, and ZIP/postal code must also be provided. Any address outside of the United States must include the country and, if applicable, the province.

Example: 123 N. Main Street, Apt 101
               Denver, Colorado 80202

Principal Office Mailing Address: A mailing address is optional. If the mailing address is different than the street address, or mail cannot be delivered to the street address, provide the address, including the city, state and ZIP/postal code where mail is to be delivered. Any address outside of the United States must include the country and, if applicable, the province.

Example: P.O. Box 854
               Lakewood, Colorado 80228

Statement Regarding Conversion: A statement is required that the converting entity has been converted into the resulting entity pursuant to § 7-90-201.7, C.R.S.

Service of Process on Resulting Entity: Click the appropriate button to indicate how the resulting entity will receive service of process. The conversion of a domestic entity into a foreign entity requires the resulting foreign entity to either maintain a registered agent in Colorado or to deem the entity’s principal office address as the address for service of process. For legal authority, refer to § 7-90-204.5, C.R.S. 

Service by Mail: The entity may elect to receive service of process by mail by clicking on the button associated with the statement, “The resulting foreign entity does not maintain a registered agent in this state and service of process may be addressed to the entity and mailed to the principal address pursuant to § 7-90-704 (2), C.R.S.” By selecting this option, the entity will have deemed the principal office street or mailing address of the resulting foreign entity as the address for service of process. You must delete all pre-filled fields in the agent information section if selecting this choice.  

Appointing a Registered Agent: The entity may elect to appoint a registered agent by clicking on the button associated with the statement, “The resulting foreign entity maintains a registered agent to accept service pursuant to § 7-90-204.5, C.R.S. The person appointed as registered agent has consented to being so appointed. Such registered agent’s name and address are . . .”.

Statement Regarding Registered Agent Consent: The registered agent must consent to being appointed as the registered agent for the entity. The statement regarding registered agent consent is required by § 7-90-701 (3), C.R.S.

Registered Agent Name: Provide the name of the registered agent. A registered agent must be one of the following: an individual age 18 years or older whose primary residence or usual place of business is in Colorado; a domestic entity having a usual place of business in Colorado; or a foreign entity authorized to transact business or conduct activities in Colorado that has a usual place of business in Colorado. When providing the registered agent’s name, only list the individual name or the entity name of the registered agent. Do not provide both names. For legal authority, refer to § 7-90-701, C.R.S.

Registered Agent Street Address: A street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable, of the registered agent’s street address. The city and ZIP code must also be provided. The state field will be pre-filled with “CO”. If the registered agent is an entity, provide the street address of the registered agent’s usual place of business in Colorado. If the registered agent is an individual, provide the street address of either the registered agent’s primary residence in Colorado or the registered agent’s usual place of business in Colorado. The street address must be a physical address and cannot be a post office box.

Registered Agent Mailing Address: A mailing address is optional. If the registered agent’s mailing address is different from the registered agent’s street address, or mail cannot be delivered to the street address, provide an address in Colorado where mail may be delivered. The state field will be pre-filled with “CO”. A city and ZIP code must also be provided.

Additional Information: Click the “Yes” button if additional information is permitted or required by law to be included in the document. After clicking on “Submit” at the bottom of the online form, the Manage Attachments page will appear. This will allow additional information to be attached as a plain text (.txt) or PDF (.pdf) document.

Information about attachments.

Delayed Effective Date (optional): Leave this field blank if you want the document to take effect immediately. However, the effective date of this document may be delayed up to 90 days after filing with the Colorado Secretary of State’s Office.  If you do not want the document to become effective immediately, enter the date and, if appropriate, time that you want the document to become effective in the box.  If only a date is entered into the box, then the document becomes effective at twelve midnight on that date. Mountain Time controls the filing date and time. For legal authority, refer to § 2-4-109 and § 7-90-304, C.R.S.

Notice: This section describes the legal authority for filing this document. Refer to § 7-90-301.5, C.R.S. for more information.

Individual Causing Delivery: Pursuant to § 7-90-301.5, C.R.S., each individual causing the document to be filed is responsible for complying with the applicable statutes. Provide the last name and first name of at least one individual causing the document to be delivered for filing. A middle name or initial and a suffix are optional. The mailing address, including the city, state and ZIP/postal code, must be provided. Any address outside of the United States must include the country and, if applicable, the province.

Example: Smith, John
               123 N. Main St., Apt 101
               Denver, Colorado 80122

Additional Individuals Causing Delivery: Click the “Yes” button to include an attachment with the names and addresses of additional individuals causing the document to be filed. The attachment must provide the name of each additional individual, including their last name and first name. A middle name or initial and a suffix are optional. Also provide the mailing address, including the city, state and ZIP/postal code. Any address outside of the United States must include the country and, if applicable, the province.

Disclaimer: These instructions, and the related form/cover sheet, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While the related form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s attorney.