Conversion Agreement
(Partnership to LLC) (NY)

Summary

This template is intended to be entered into by the partners of a New York partnership and provides for the conversion of the partnership into a limited liability company. This template includes practical guidance and drafting notes. This agreement to convert from a partnership to a limited liability company must be approved by all the partners of the partnership, unless the partnership agreement provides for approval based on a lesser percentage. Conversion of a limited partnership to a limited liability company requires approval of all the general partners, unless the partnership agreement provides otherwise and of the limited partners representing at least a majority in interest of each class of limited partners. N.Y. Ltd. Liab. Co. Law § 1006(c). For more information about partnerships in New York, see General Partnerships (NY) and Limited Partnerships (NY). For more information on New York LLCs, see Entity Maintenance and Amendments (NY LLC).