Transcription of Conversion and Domestication under the New Jersey Revised ...
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Conversion and Domestication under the New Jersey Revised ...
NEWJERSEYLAWYER| October you represent a limited partnership (call itOldCo LP) that, for any number of reasons, wantsto become a limited liability company (LLC). Thiscould be accomplished in any number of ways. Forexample, a new LLC could be formed (call itNewCo LLC) and all of the assets of OldCo LPcould be transferred to NewCo LLC in exchange for member-ship interests in NewCo LLC. Thereafter, OldCo LP would beliquidated and dissolved, distributing NewCo LLC s member-ship interests to OldCo LP s partners, and changing the nameof NewCo LLC to OldCo LLC. Alternatively, NewCo LLC couldbe formed and OldCo LP merged into NewCo LLC. Thereafter,the name of NewCo LLC could be changed to OldCo of these methodologies essentially effect the desiredgoal of having OldCo LP s business carried on by an , each approach involves multiple steps and, in theend, OldCo LLC is not the same entity as OldCo LP.
a domestic LLC can convert to a domestic or foreign organiza - tion other than an LLC. These entity changes are called con - versions under NJRULLCA. As opposed to the two methodolo - gies described above for changing a limited partnership to an LLC, to effect a conversion under NJRULLCA only one piece of paper need be filed.
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