Morrow, GA asked in Business Formation for Georgia

Q: YOUR BUSINESS FILING HAS BEEN REJECTED FOR THE FOLLOWING REASON :Conversion Statement Missing – Manner & Basis: Failed

YOUR BUSINESS FILING HAS BEEN REJECTED FOR THE FOLLOWING REASON :

Conversion Statement Missing – Manner & Basis: Failed to include a statement in the Certificate of Conversion specifying the

manner and basis of conversion.

Please include manner and basis statement required. Please see OCGA 14-11-212 (6) for assistance. ***The manner and basis for

converting ownership interesting the entity making the election into interest as members of the LLC formed pursuant to such election

or canceling them.***

i am trying to file a conversion with the secretary of state for 4 months and i have gotten rejected twice unfortunately my account does not know whats needed can you please explain to me what is needed for me to complete my conversion thanks in advance my name is xxx LLLP i'm converting it to xxx LLC

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1 Lawyer Answer

Nicole Theodore

Answered
  • Atlanta, GA
  • Licensed in Georgia

A: Your filing is being rejected because the Georgia Code requires your Conversion Certificate to state (1) how the ownership interests in the LLLP are being converted to LLC ownership interests, or if they are not being transferred that they are being cancelled, OR (2) draft an Operating Agreement that addresses these matters. If you are unsure of how to go about getting this resolved, I would recommend hiring a Georgia Business Attorney to draft this for you.

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