Wisconsin Legal Forms

Page 2

AGREEMENT OF PARTNERSHIP TO LLC.

CONVERSION AGREEMENT

OF ________,

A [STATE] PARTNERSHIP

TO ________, LLC,

A [STATE] LIMITED LIABILITY COMPANY

This Conversion Agreement dated ________, by and between ________, an individual having a residence at ________ [address], ________ [city], [State], and ________, an individual having a residence at ________[address], ________ [city], [State] (hereinafter referred to as the Partners of ________ or Members of ________ LLC).

RECITALS

The parties intend to form a limited liability company under the laws of [State], that will be known as ________, LLC (the LLC); and

The Partners presently hold 100 percent of the interests in ________, a [State] general partnership (the Partnership); and

The Partners intend to contribute their partnership interests to the LLC and then convert the partnership interests into membership interests in the LLC in identical percentages that each Partner now holds in the Partnership.

In consideration of the premises and the mutual agreements contained in this agreement, the Partners agree to convert the Partnership into the LLC on the following terms: (1) Conversion. As of the effective date of the formation of the LLC, the Partners will contribute their partnership interests to the LLC in exchange for membership interests in the LLC, as follows:

NAME PARTNERSHIP INTEREST LLC INTEREST ________ ________ ________ ________ ________ ________ ________ ________ ________ (2) No Cash Consideration. The conversion of the Partnership into the LLC provided for by this Agreement will be completed without the payment of any cash consideration by or to either of the Partners. (3) Title to Property. The Partners agree to take all action and execute all documents necessary to vest title of the Partnerships property in the LLC. (4) Assumption of Liabilities. The LLC assumes all liabilities of the Partnership that exist as of the effective date of this Conversion Agreement. (5) Compliance With Law. The Partners represent and warrant that this Conversion Agreement has been unanimously approved by all of the partners. (6) Purpose. The LLCs purpose is to hold, manage and operate the property of the Partnership, known as ________ [address], ________ [city], [State], in the exact same manner as the property is presently being held, managed and operated by the Partnership, and to engage in any other lawful act or activity for which a limited liability company may be formed under [State] Statutes Chapter [ ]. (7) Same Entity. The LLC is deemed to be the same entity which existed before the conversion contemplated by this Agreement, and: (a) All property, real and personal, tangible and intangible, of the converting partnership is and remains vested in the converted limited liability company; (b) All debts, obligations and liabilities of the converting partnership continue as debts, obligations and liabilities of the converted limited liability company; (c) As provided for in this Agreement, the Partners of the partnership shall continue as Members in the converted limited liability company. (8) Counterparts. This Conversion Agreement may be executed in counterparts, each of which is deemed an original and all of which constitute one and the same instrument.

IN WITNESS WHEREOF, the individuals first named above, as Partners of the Partnership, hereby execute this Conversion Agreement as of the date and year first written above.

[Signature]

_________________________ Partner

[Signature]

_________________________ Partner