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Legal Notice of Conversion

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LEGAL NOTICE OF CONVERSION

This Legal Notice of Conversion (the Notice) is delivered as of by Holder: (Holder) to Issuer: (Issuer).

RECITALS

WHEREAS, Holder is the lawful owner and holder of certain convertible securities issued by Issuer described as: (Convertible Instrument), which are convertible into capital stock of Issuer pursuant to the terms of the Convertible Instrument and any related agreements.

WHEREAS, under the terms of the Convertible Instrument, Holder has the right to convert all or a portion of the Convertible Instrument into issued and outstanding shares of Issuer's capital stock in accordance with the conversion mechanics, adjustments, and restrictions set forth therein.

WHEREAS, Holder elects to exercise its conversion rights and hereby delivers this Notice to effect such conversion in accordance with the terms of the Convertible Instrument.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Holder and Issuer agree as follows:

1. NOTICE OF CONVERSION

1.1 Conversion Election. Holder hereby elects to convert of the Convertible Instrument, representing convertible units, into shares of Issuer's in accordance with the conversion rate and procedures set forth below. The Conversion Effective Date shall be .

2. CONVERSION RATE AND CALCULATION

2.1 Conversion Rate. Conversion shall be computed at the conversion rate of shares per unit (Conversion Rate), resulting in an aggregate issuance to Holder of shares (Shares).

2.2 Rounding and Adjustments. Any fractional share resulting from the Conversion Rate shall be rounded as set forth in the Convertible Instrument. All adjustments to the Conversion Rate, share amounts, or capital structure shall be applied in the manner required by the Convertible Instrument and full force and effect agreements referenced therein.

3. DELIVERY OF SHARES

3.1 Issuance. Issuer shall, within business days after the Conversion Effective Date, issue and deliver to Holder a certificate or effect electronic book-entry registration evidencing the Shares, free and clear of all liens, claims and encumbrances other than restrictions required by applicable securities laws.

3.2 Registration. The Shares shall be registered in the name of and delivered to the address set forth in Section 7 below or as otherwise instructed in writing by Holder.

4. REPRESENTATIONS AND WARRANTIES

4.1 Holder Representations. Holder represents and warrants to Issuer that (a) Holder is the sole legal and beneficial owner of the Convertible Instrument being converted, free of any security interest, lien or encumbrance; (b) Holder has full power and authority to deliver this Notice and to effect the conversion; and (c) this Notice constitutes the valid and binding obligation of Holder enforceable in accordance with its terms.

4.2 Issuer Representations. Issuer represents and warrants to Holder that (a) Issuer has the corporate power and authority to issue the Shares and to perform its obligations under this Notice and the Convertible Instrument; (b) the issuance of the Shares has been duly authorized by all necessary corporate action; and (c) upon issuance and delivery in accordance with this Notice, the Shares will be validly issued, fully paid and non-assessable.

5. TRANSFER RESTRICTIONS; LEGENDS

5.1 Restrictions. Holder acknowledges that the Shares may be subject to transfer restrictions, stop-transfer orders, and legends required by Issuer's organizational documents or by applicable securities laws. Issuer may place such legends on certificates or note appropriate book-entry restrictions until such time as removal is permitted under applicable law.

6. TAXES AND EXPENSES

Each party shall bear its own taxes, fees and expenses incurred in connection with the conversion and issuance of the Shares, except as otherwise provided in the Convertible Instrument. Issuer shall be responsible for preparing and filing any documents necessary to effect book-entry issuance, unless otherwise agreed in writing.

7. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

8. AMENDMENTS; WAIVER; COUNTERPARTS

This Notice may be amended or modified only by a written instrument signed by the party against whom enforcement of any amendment, modification or waiver is sought. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right. This Notice may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

9. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Notice.

10. ENTIRE AGREEMENT; SEVERABILITY

This Notice, together with the Convertible Instrument and any documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Notice is held to be invalid or unenforceable under any applicable law, such provision shall be curtailed or limited only to the extent necessary to bring it within applicable law and the remaining provisions of this Notice shall remain in full force and effect.

11. MISCELLANEOUS

All obligations of the parties under this Notice shall survive the conversion to the extent necessary to give effect to the parties' intentions. No party may assign its rights or obligations under this Notice without the prior written consent of the other party, except to an affiliate or successor by merger or operation of law.

Holder:

By:

Date:

Issuer:

By:

Date:

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What the Legal Notice of Conversion Is and When it Applies

A Legal Notice of Conversion is a formal document used when an entity changes its legal form or jurisdictional classification, for example converting an LLC to a corporation or changing state of organization. The notice summarizes the conversion plan, identifies the converting and converted entities, and documents approvals required under governing statutes. It is typically filed with the state filing office and circulated to affected parties, creditors, and regulators as required by state law. Electronic delivery and signatures are generally accepted under federal and state e-signature laws when procedural requirements are met.

Why a Clear Notice Matters for Legal Effect and Recordkeeping

A precise Legal Notice of Conversion preserves corporate continuity, notifies creditors and counterparties, and creates a public record of the change. Properly completed notices reduce filing rejections, limit successor liability ambiguity, and support corporate minute book accuracy while aligning with ESIGN and UETA standards for electronic records where applicable.

Why a Clear Notice Matters for Legal Effect and Recordkeeping

Who Typically Prepares and Receives a Notice of Conversion

The notice is prepared by company counsel, corporate officers, or the registered agent and circulated to internal and external stakeholders.

  • Corporate officers and directors who approve the conversion and sign required resolutions or certificates.
  • Registered agents and in-house corporate counsel who file conversion documents with the state filing office.
  • Creditors, contract counterparties, and affected registries who must be notified under state law or contract terms.

Recipients should keep the notice with corporate records; retaining proof of delivery and execution supports enforceability and post-conversion compliance.

Typical Signatories and Their Roles

Corporate Officer

An officer authorized by the board signs to attest to member/shareholder approvals and to bind the converting entity; signature often requires title and date to establish authority and timing.

Registered Agent

A registered agent or authorized filing representative signs or files with the state; this role ensures delivery to the secretary of state and provides a contact for service of process post-conversion.

Essential Fields and Data Elements to Include

Entity Name: Exact legal name
Converted Name: New legal name
Conversion Date: Effective date
State of Formation: Original jurisdiction
New Jurisdiction: Destination state or entity type
Filing Reference: SOS file number

Core Components of a Professional Notice of Conversion

A complete notice combines statutory filings, internal approvals, and supporting attachments so the conversion is effective and documented for third parties.

Cover Letter

Concise statement addressed to the filing office and stakeholders describing the conversion action, the parties involved, and what documents are enclosed to facilitate review and processing by the agency.

Certificate of Conversion

Formal filing document required by many state statutes that identifies the converting and converted entities, sets the effective date, and is signed by an authorized representative for submission to the secretary of state.

Plan of Conversion

Written plan describing terms of the conversion, treatment of membership interests or shares, and any amendments to the organizational documents; often required by statute or internal governance rules.

Approving Resolutions

Board or member resolutions that evidence required approvals, reference the statutory authority for conversion, and authorize specific officers to sign and file documents.

Attachments and Filings

Supporting documents may include amended articles, statements of conversion, certificates of good standing, or supplemental affidavits required by the destination jurisdiction.

Proof of Delivery

Certificates of mailing, delivery receipts, or signed acknowledgements to creditors and counterparties demonstrating compliance with statutory notice requirements.

Step-by-Step: Completing a Notice of Conversion

Follow this sequence to prepare, approve, and file a notice to keep the process orderly and auditable.

  • 01
    Prepare Documents: Assemble certificate, plan, and approvals.
  • 02
    Secure Approvals: Obtain board/member authorizations per governing documents.
  • 03
    Execute Signatures: Signers sign with required witnessing or notarization.
  • 04
    File with State: Submit to the appropriate filing office and record proof.

How to Configure an Online Conversion Workflow

Set up a digital workflow that matches statutory signature, notarization, and routing requirements before sending for signature.

Field Configuration
Document Format PDF/A or DOCX; maintain original formatting
Authentication Email or SMS code; stronger ID for notarization
Notarization Mode Choose RON or in-person per state rules
Routing Order Sequential for approvals, parallel for notice distribution

Where to File and Who to Send Copies To

Identify the filing destination and required notice recipients to complete the conversion record and meet statutory notice obligations.

  • State Filing Office: Secretary of State or equivalent agency
  • Registered Agent: File copy or confirmation with agent
  • Creditors and Counterparties: Send notices required by statute or contract
  • Tax Authorities: Update federal and state tax registrations as needed

Digital Delivery and File Format Considerations

Choose platforms that support PDF/A, secure audit trails, and the authentication level your state requires for notarization or high-assurance signatures.

  • File Types: PDF, DOCX supported
  • Integrations: Works with CRM and storage systems
  • Notarization Options: Supports RON and in-person

Ensure the solution you select can produce a tamper-evident signed PDF with an audit trail and can export records for long-term retention without losing signature metadata.

Timelines and Typical Processing Expectations

Timing depends on internal approvals, state processing, and any statutory notice periods; plan filings and notifications to avoid lapse between legal existence and public record.

Internal Approval Window:

Allow 1–4 weeks for board or member approvals

State Processing Time:

Varies widely; same-day to several weeks

Creditor Notice Period:

State-dependent; check filing statute

Tax Registration Updates:

Update within 30 days of conversion

Record Retention Start:

Effective date on certificate governs retention

Comparing eSignature Providers for Notice Execution and Filing Support

This comparison summarizes common plan criteria and compliance features to help match a provider to filing, notarization, and retention needs without implying endorsement.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Yes Yes Yes Yes
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Common Preparation Mistakes to Avoid

  • Using an informal or inconsistent entity name that does not match state records, causing filing rejection or search mismatches.
  • Failing to obtain required board or member approvals documented by signed resolutions before filing conversion instruments.
  • Neglecting to update tax registrations and licenses, creating exposure for unfiled returns or lapses in regulatory compliance.
  • Omitting proof of notice to creditors or counterparties when the statute or contracts require formal notification steps.

Potential Consequences of Incorrect or Missing Notices

Filing Rejection: Delay in legal effect
Tax Exposure: Unresolved liabilities possible
Contract Issues: Assignment or consent problems
Creditor Claims: Unexpected successor liability
Name Conflicts: Forced name change or amendment
Regulatory Fines: State penalties or sanctions

Real-World Examples of Electronic Notices and Recordkeeping

Organizations across industries use digital workflows to execute statutory conversions while preserving records and audit trails for compliance and corporate governance.

Tim Martin, Martin Properties

A mid-size property manager converted a holding LLC to a corporate structure to simplify financing

  • The team coordinated board approvals and recording documents
  • "I can process and execute all of these documents online with 100% compliance and built-in security," which reduced turnaround and improved record consistency across transactions.

John Butler, Fertility Centers of Illinois

A healthcare provider updated entity form while preserving patient privacy obligations

  • Legal and IT coordinated to attach updated BAAs and retention schedules
  • "The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company," aiding secure execution and auditability.

Notarization and Witness Steps for an Executed Notice

Follow these authentication steps where states require notarization or witness attestation to ensure the notice is accepted and effective.

01

Prepare Execution Page

Ensure signature block includes signer's printed name, title, and date

02

Witness Requirements

Check state law for witness counts and eligibility

03

Notary Acknowledgement

Notary signs and seals per state protocol

04

Remote Notarization

Use RON only where state permits

05

Audio-Visual Record

Retain recordings if RON requires them

06

Journal Entry

Notary maintains journal per state rules

07

File Certified Copy

Submit any certified documents required by filing office

08

Confirm Acceptance

Obtain filing receipt or acknowledgment

Frequently Asked Questions About Legal Notices of Conversion

Answers to typical questions on e-signatures, filing, notarization, and correcting mistakes when issuing a Legal Notice of Conversion.


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