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HomeCorporations CodeGENERAL PROVISIONSCh. 5Art. 9§ 16904 Partnership Conversion Effectiveness

§ 16904 Partnership Conversion Effectiveness

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 16904 Partnership Conversion Effectiveness

This law says a partnership can turn into another type of business (like a corporation or LLC) only after three things happen: the partners agree, the required paperwork is filed, and the planned start date arrives.

Key Takeaways

  • •Partners must officially approve the conversion plan.
  • •All required formation documents must be filed with the state, and they must include a conversion statement if the law asks for it.
  • •The conversion can’t become effective until the date set in the plan (if a date was chosen).
  • •A certified certificate from the Secretary of State is proof that the conversion happened.

Example

A group of friends runs a bakery as a partnership, but they want to become a corporation to raise money.

First, all the partners must vote to approve the change. Next, they file the corporation’s formation papers with the state, including a statement that they are converting. Finally, if they said the conversion would start on July 1, it can’t happen until that date. Once the state issues a certified certificate of incorporation, that paper proves the bakery is now a corporation.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 16904 Partnership Conversion Effectiveness

(a) A conversion into a domestic other business entity shall become effective upon the earliest date that all of the following shall have occurred: (1) The approval of the plan of conversion by the partners of the converting partnership as provided in Section 16903. (2) The filing of all documents required by law to create the converted other business entity, which documents shall also contain a statement of conversion, if required under Section 16906. (3) The effective date, if set forth in the plan of conversion, shall have occurred. (b) A copy of the certificate of limited partnership, articles of organization, or articles of incorporation, complying with Section 16906, if applicable, duly certified by the Secretary of State, is conclusive evidence of the conversion of the partnership. (Amended by Stats. 2002, Ch. 480, Sec. 17. Effective January 1, 2003.)

Last verified: January 10, 2026

Key Terms

conversiondomestic other business entityplan of conversionstatement of conversioneffective date

Related Statutes

  • § 16902 Partnership Conversion Requirements
  • § 15911.04 Conversion Effective Date Requirements
  • § 17710.04 Llc Conversion Effectiveness Requirements
  • § 16903 Partnership Conversion Requirements
  • § 16906 Partnership Conversion Filing Requirements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 16904.
View Official Source