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Last year, the Ohio General Assembly amended the provisions of the Ohio General Corporation Law, the Ohio Limited Liability Company Act, the Ohio General Partnership Law and the Ohio Limited Partnership Law to permit “conversion” of each of such entity types into any other type of entity under Ohio law (as well as conversion to or from entities formed under the laws of other states).

 

Unlike a merger or consolidation, a conversion permits the converting entity to become classified for state law purposes as another type of entity. The conversion transaction is effectuated by proper entity authorization and filing of a conversion certificate with the Ohio Secretary of State (as well as with the office of entity registration for entities formed under the laws of other states). Conversions feature the characteristics of mergers as well as dissolutions, so the authorization procedures, notices and related mechanics of a conversion require careful attention to the statutory requirements, as well as the requirements for filing promulgated by the Secretary of State’s Office.

 

The February 13 Taxing Matters Series presentation of the Business Tax Committee entitled “New Ohio Conversion Statute & I.R.C. §351 Contribution Transactions”  will address Ohio’s conversion statute in a scenario in which an Ohio limited liability company (taxed as a partnership for federal income tax purposes) converts into an Ohio corporation (with incoming investors). The discussion will also consider whether the partnership merger rules (discussed in previous committee meetings) apply to such a conversion transaction, as well as the impact of Internal Revenue Code Section 351 on the resulting corporation. David S. Jackson, Carlile Patchen & Murphy, will lead the discussion and will be joined by Karen Caldwell, CPA. Ms. Caldwell will comment on the practical ramifications of changing state-law entity type on items such as tax accounting and reporting and payroll administration.

 

Lunch may be purchased prior to the seminar from 11:45 – 12:15 on a first come, first served basis. No food may be consumed during the CLE from 12:15 – 1:15 for 1.0 hours of CLE and CPE credit. You may audit the course, but only those who register (pay) to attend may receive CLE credit. Register online by clicking here, or phone 614/221.4112 for event #3718-6. The cost is $30 prepaid/$35 day of for members, $45 prepaid/$50 day of for non-members and $20 prepaid/$25 day of for paralegals.