Medford, MA asked in Business Formation for Massachusetts

Q: Converting from LLC to Inc. with 1 share of stock. Okay to simply put "No restrictions" under Articles IV and V? Thanks!

I'm completing the (MA) Articles of Entity Conversion of a Domestic Other Entity to a Domestic Business Corporation. The LLC has a sole proprietor who wants the corporation to have one share of stock. The new owner/stockholder is President, Treasurer, Secretary, and Director.

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1 Lawyer Answer

Kas DeCarvalho

Answered

A: If I can assume that by, "with one share of stock" you're also suggesting that you're the Sole Shareholder of the (current) corporation, and will be the sole Member of the (new/prospective) LLC...then yes. You are the only party with relevant authority over what restrictions you put on the shares of either the old or the new entity, and if you determine that "no restrictions" is in your best interests, you can move forward accordingly. As a practical matter, I'd consider authorizing more Membership Shares in the new LLC: You may not need them now, but it will save you the trouble later if you're ever considering bringing on a partner.

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