Corporate Practice Perspectives: Managing Corporate Conversions, Dissolutions, and Withdrawals in 2026

Annie: Hello, everyone, and welcome to today's webinar, "Corporate Practice Perspectives: Corporate Conversions, Dissolutions, and Withdrawals in 2026." My name is Annie Triboletti. I will be your moderator kicking things off today.

This session is part of our Corporate Practice Perspectives webinar series. In today's fast-changing corporate environment, staying ahead of legal and administrative challenges is more important than ever. This series brings together experts to share practical insights that help professionals navigate complex processes, avoid common pitfalls, and stay compliant in an evolving regulatory landscape. We invite you to explore the full series of webinars and register for all sessions of interest.

So joining us today are Helena Ledic and Jennifer Weeks. Helena is an associate general counsel for CSC in the Chicago office, and Jen is a corporate filing specialist based in CSC's Wilmington, Delaware headquarters. So with that, I'd like to welcome in Jen and Helena.

Helena: Thank you so much, Annie, for getting us started. This is Helena. And thank you very much to the audience for joining us. Jen?

Jen: Thank you, Annie, for that introduction. It's great to be here.

Helena: Great. All right. So before we learn all about dissolutions, withdrawals, and conversions, let's learn a little bit about CSC first. We are a privately held and professionally managed company with more than 8,000 employees on 5 continents. And we have capabilities in more than 140 different jurisdictions.

And what we do is we provide service and technology solutions for every phase of the business life cycle. So we offer a complete suite of services across a broad range of capital markets transactions, types, regions, asset classes. You know us for our registered agent services, our entity management. We work with digital branding, tax solutions. We just do so much. If you have a need for anything that is all compliance, chances are CSC can help you out.

We work with more than 10,000 law firms and more than 90% of the Fortune 500 and the 100 Best Global Brands in the world. So what I always like to say is our tagline is we are the business behind business.

All right. So with that, let's talk about our agenda today. So we're going to go into dissolutions and withdrawals, and Jen is going to walk us through some of the states that have that more challenging tax clearance procedures also. We'll talk about terminations in lieu of withdrawals because that is something that is a big interest to some of our customers. We've got a checklist for terminations. We're also going to talk about conversions. So last year when we did this webinar, we didn't have conversions in there, and that was something that our customers asked us for.

So let's talk a little bit about the CSC, how I mentioned earlier that what we did was we helped out across the entire life cycle for business entities. So you can see over here is we've got that formations in there for that compliance. We've got the maintaining, the expanding. And then what we're going to be doing today is we're going to be talking a lot about the dissolving over here, so the withdrawals, the dissolutions. And then jumping into the conversions also.

So with that, we're going to get started with the solutions, and Jen is going to specifically walk us through a few different states that have got more complex requirements, or she's going to be showing us the range of how easy things can be to how difficult they can be. So with that, Jen, how about take it away and talk about dissolutions?

Jen: Thank you. I would love to. So what it boils down to at its core is that a dissolution is the formal legal process for ending an entity's existence. And within that, you have two primary categories. You have voluntary and involuntary dissolution. So voluntary dissolution is what we are most commonly helping our clients with. They call, they email, they reach out because the business has decided that it no longer needs the entity and it wants to properly close it out. The opposite to that is the involuntary dissolution, which occurs when the state or court terminates the entity due to noncompliance or legal action.

So three most common reasons we see for the state to revoke an entity, the most common is failure to file an annual report or a biennial report with the secretary of state. So once you register, you should remain active and in compliance throughout the duration of the entity. But then you decide you're shutting down business and you go to dissolve. You reach out to CSC, or you try to manage it in-house, and then you find out that the entity has not been filing their annual reports with the state for the past year, two years. We've even seen it as many as 10 years. And so that is the number one cause for why the entity is revoked.

Another one would be that there's a failure to file the required tax returns or to pay the state taxes with the department. An example for this would be the California Franchise Tax Board. Sometimes when we're filing dissolutions or withdrawals in California, we will look it up on the state's website, and it'll say that the status with the Secretary of State is good. It's in good standing. So you've been filing the annual reports, the statement of information. But there's also a section in California where it would say what your status is with the Franchise Tax Board. And a lot of times that may say that it's forfeited. So even if it's in good standing with the Secretary of State, but it's forfeited with the Franchise Tax Board, we would not be able to help you with that dissolution until it's resolved with whatever the missed taxes were. So a lot of times that can cause a roadblock.

And then the third option as to why it would potentially be revoked is failure for the entity to maintain a registered agent. I see this very commonly in Delaware. For whatever reason, the entity, when they formed, had a registered agent, but over the years, something happened and the agent resigned. And so that would cause the entity to fall out of good standing. So you would want to make sure when you're doing your research to beginning a project such as this, kind of checking those boxes and make sure that the entity is in good standing so that you don't run into any roadblocks.

Helena: Because it could even take months to get an entity back in compliance if you're talking multiple years and depending on the state. So yeah.

Jen: What we find, Helena, is that when it is annual report related, it tends to be a quicker fix. We can file what's missing and get it done. And we'll talk about it a little bit later on in the presentation. But when you have those tax reasons as to why it's forfeited, it can be a longer process. Absolutely.

Okay. So our next slide deals with the articles of dissolution. So the articles of dissolution is the filing, the paperwork that legally terminates the entity. It's the form in the jurisdiction that you would file once you have made the decision to close the business down. That's when you would loop in CSC. You would say, I hear it every day, "Jen, can you send me the dissolution form for this state, that state, all the states?" And absolutely, I'll go get it. I'll send it over. And then sometimes you may have questions on what you're seeing, and that's when you can reach out to CSC.

Again, we can assist with preparing the documentation for you. If, say, you already are a CSC client and you have CSC handle your annual reports, we can certainly assist with filing that annual report ahead of the dissolution with minimal outreach needed from you. We can coordinate that internally. And then we can assist, of course, with filing the certificate of dissolution. And then, depending on your timeline, we could use routine service, expedite. Basically whatever we can do to help you get it done within your timeline is what we're going to try to do.

So for some of the hurdles that we see clients typically come through is tax clearance is a big one. Some jurisdictions also may require that you publish the cancellation in a newspaper. To do that, we would have to know the county where the business is located and has been doing business. And then, again, one of the most common ones is that, for whatever the reason may be, you've lost good standing status due to a missed filing, and then that would then require an extra step before you can dissolve, perhaps filing that missed report, filing for a reinstatement, and then you can proceed with the dissolution.

Helena: And if I can just jump in over here, one other thing that people need to know about is you typically have to get these tax clearances, and they can be really complex to get, months and months. Until recently, one of the states was as long as two years. They're under a year now. But keep that in mind.

The other thing with those tax clearances is that we typically at CSC cannot just get them. Once in a while we can get them with a power of attorney, but it's not quite as cut and dry to say ordering something like a good standing certificate that customers always know about. So it typically needs to be requested from somebody at that entity at the equivalent of the Department of Revenue. So keep that in mind.

And then the other thing is, as we were prepping this, Jen was telling me this is something else that could pop up with tax clearances, is that maybe the entity has started the process on their own to get a tax clearance, but they run into a roadblock. And then what they do is they take a step back and say, "Hey, CSC, can you take it over?" But Jen said she has seen this where then the jurisdiction, the Department of Revenue says you can't now bring in a service company, such as CSC, to jump in, in the middle of the process. And you have to start back all over again with all those powers of attorney.

So if you are thinking about this process, if it's going to be straightforward, you're good to go. But if there might be some hiccups, you might want to reach out to have us help out right away from the beginning. And Jen, did I put that in the right characterization?

Jen: You absolutely did. You hit the nail on the head because, funny enough, I actually had this recently with a state. It was a dissolution project. It was LLCs, so most of them didn't require a tax clearance. But then we ran into one of the states where they did. When we apply for the tax clearance, we don't know what the state of the taxes is for that entity. And so a lot of times we rely on that power of attorney so that we can act on your behalf with the Department of Revenue. And then they will tell us the returns that are missing and give us the information, and then we're able to help more. But sometimes those can be really complex. But honestly, I really do feel that in those situations, when it's the most frustrating or this is the worst filing I've ever done, honestly, this is when CSC is at our best because we really excel and it's something that we just do over and over.

Helena: You just heard it from Jen. She's like, "Oh, yeah, I just saw this recently. Versus you might see it once in your lifetime.

All right. How about we jump to the next slide? So why don't you walk us through now some of the intricacies with Delaware and then New York, because we have so many of our customers that have got entities in those states. So take it away, Jen.

Jen: Absolutely. Thank you. So for Delaware LLCs and LPs, the process is generally pretty straightforward. The taxes must be satisfied, and then the certificate of cancellation can be filed. One thing that we remind the clients is that franchise tax obligations continue until the entity is formally canceled. What that means is a lot of times we get phone calls, emails, requests from client saying they want to dissolve. We'll go check with Delaware. It'll say that it's revoked, and then it would be revoked, say, five years ago. Well, in order to reinstate, you have to pay and file those past-due reports and those past-due taxes for every year that it was revoked.

For corporations, it's a little bit more complex for corporations because you have an actual paper filing, whereas for an LLC or an LP, it's just a tax payment and you can just pay the taxes that were due and then move forward with the process. For corporations, it's an actual filing. So what you would do is let's say you contacted us after this webinar and you wanted our assistance with submitting a dissolution for a corporation. The annual report has to be filed prior. We can do it at the same time. So it'd almost be like a 1-2 filing step. So we would file the annual report first and then proceed with the dissolution.

For corporations, the annual report is due March 1st. So right now, we're kind of in that sweet spot where the annual report for 2025 has already been filed, and it was due on March 1st. And then all that would be due is 2026, which wouldn't be due until March 1st, 2027. Annual reports in Delaware are always the year prior. So you would be fine. We're in that sweet spot where if you want to get out now, you only have to pay 2026. And as we go through the end of the calendar year, that's when we'll see a lot of Delaware dissolution requests because they're trying to close down the business in the calendar year of 2026 so that they don't have to pay 2026 and 2027 taxes because come January 1st, 2027, you have to file for both years in order to dissolve. And so sometimes, depending on the time of year, it could be one annual report, or it could be two. We get a lot of those questions.

And a lot of times too, when it comes to the LLC and the LP, sometimes the order of the filing does matter because the LLC is the general partner for the LP. And so you wouldn't want to cancel the LP before the general partner has been dissolved. So if you have any questions on those, it really is best to reach out. We have the answers. But those are some of the common ones that we see.

All right. So where Delaware is pretty straightforward, we'll talk now about New York, where depending on the entity type, it could be more of a complex filing. I'll start off with the LLCs and the LPs.

For a New York LLC, a dissolution is often simpler because they generally don't require a tax clearance. And if, say, the LLC never conducted business or has no assets, the entity could use the short-form dissolution. However, final tax filings still need to be completed. But that would be with the Department of Revenue and not the Secretary of State. We're talking Secretary of State for dissolutions.

For corporations, it's a different story. The dissolution must be authorized, and there are three options. It could be authorized at a meeting of the shareholders by two-thirds of the votes of all outstanding shares entitled to a vote. It could be authorized at a meeting of shareholders by a majority of votes of all outstanding shares entitled to a vote. Or it could be option three. Option three would be by unanimous written consent of the holders of all outstanding shares entitled to a vote without a meeting. And many times when they contact CSC to begin this process with the corporations, the business has already decided what option they're using, and then they'll come to us, and then we can assist them with the form at that point.

But one thing to note about corporations is that it will require tax consent from the Department of Taxation and Finance before the dissolution can be completed. So once the entity files the mandatory final return, then a copy of that return needs to be returned to us to submit as part of the filing. If CSC is going to handle the tax clearance portion for you as well, we would need a power of attorney, and it must be issued to CSC on behalf of the entity prior to filing the voluntary dissolution. And that's so that we can act as your go-between. between your company and the Department of Revenue. If we didn't have that power of attorney, the Department of Revenue wouldn't speak with us. They wouldn't share details.

And then also, similar to Delaware, the entity has to be current on their filings and in good standing. And I will say that if, when through the tax clearance process, it comes to find out that the entity is missing returns or there are tax issues, the dissolution process can be delayed significantly.

Helena, was there anything that you wanted to add on New York before we move on?

Helena: I think you covered New York. I always defer to all of you with New York.

Jen: All right. So moving on, so that was dissolutions. So now we're going to move on to talk a little bit about a withdrawal.

Helena: Yeah, and Jen's going to talk to us a little bit more in detail about how sometimes these can become really complex, and she's going to go through a few of the different states around that. Yeah.

Jen: I will. I'll start us off easy, though, with what is a withdrawal. So a withdrawal is different from a dissolution in that it is the process by which a corporation relinquishes its authority to do business in a foreign state. So where the dissolution takes place in your domestic state where the entity was first formed, this is where the entity is foreign registered. So most commonly we'll find that the domestic state is Delaware or New York. And then you also register to do business in Arizona, Connecticut, any of the other states. So that's your foreign jurisdiction. And so the withdrawal refers to that foreign. You've closed down the business in the home state, and now you're looking to terminate it in the other states that it was registered.

So in certain states, such as New York, there is an alternative path to the tax clearance. I talked a little bit before about how that can add more of a complexity to the filing. And similar to the dissolution, for the withdrawal, tax clearance can be an issue. Sometimes when you have shut down the business in the home state, you can do this in, gosh, let me think, New York, Texas, Illinois, a few of the states. Once it's closed down, that business in the home state, sometimes we can get a supporting document from that home state saying that business has shut down. And then sometimes that can be a way to get around the tax clearance. And I'll go into a little bit more detail later on in the presentation.

But clients will come to us and they'll say, "Gosh, Jen, this is such a complicated process." And then through working together, we'll find out that you've closed the business down, your dissolution. And then that is kind of a way to get around it. And it can make it more of a streamlined process and a quicker process. And it's called termination via dissolution. And Texas and New York are the most common where we see it.

So now I'll drill down into one of the specific states where we see it's more of a complex filing, and that would be Arizona. For foreign corporations, they must file the application of withdrawal paperwork and obtain a tax clearance from the Department of Revenue. It is recommended to obtain the tax clearance first, as it can take about a month to find out if the clearance is rejected or granted. If it goes the happy path, it is granted without issue. If it's rejected, then there will need to be corrections for it to be submitted again. And it will take about one month after each submission. So you apply, you wait, it takes a month. Unfortunately, maybe it was rejected. You settle your issues. You resubmit for it. It takes another month. Oh, I hope not, but maybe it would be rejected again, and then you're kind of starting over at square one each time, which leads to how lengthy it can be.

Helena: So notice Jen said the happy path versus the unhappy path. Yes.

Jen: We like to go the happy path whenever we can. We understand, like life, it just is. And that's when we just roll up our sleeves and we get it done

And in addition, as if tax clearance isn't enough, there is an Arizona publication requirement, which can also create extra steps and then extra cost involved. And just some things to note about it. People say," Jen, when do we have to publish?" I'll say, "Well, it's usually within 60 days of the formal withdrawal being accepted." "Where do we have to publish?" It would be the county where the principal place of business is located. "How long is publishing?" And we would say it's required for a newspaper of general circulation in the county of the known place of business, and it would have to run for three consecutive publications.

And then one item to note with the publication is some states might require you to file an affidavit of publishing, but that's not mandatory in Arizona. But it's still going to take a little while for the publications to run. So when you're coming up with your plan for how this dissolution/withdrawal project is going to look, this is one of the things that you might want to take into account into your timeline.

And then I will also just add that a very common question we get from many of our clients is, "Should we reinstate first, or should we leave the entity revoked?" And while we can't advise on a strategy, we can let you know what we have seen from our experience. We have many clients who they say, "Oh, well, if I just leave it revoked, nothing will happen, right? That's fine." And then we have other clients who they really want to show that paper trail, that the past due reports were filed, the formal withdrawal paper was filed, the entity was reinstated prior to that. So they kind of want to show that paper trail so that if there are ever any questions about it, they kind of have that for their records to review and be able to show. But ultimately, it's a decision for the business.

All right. So now we'll just talk about a few states that have the more challenging tax clearance. We kind of mentioned New York already, but I'll just add in that Pennsylvania. Helena, I know you mentioned earlier in the presentation that there was a state that was taking up to two years. I will reveal for you now that, yes, that was Pennsylvania. Not that long ago, really, they were taking two years to have those tax clearances come through. But I'm pleased to report now that it's closer to a year. And I think recently I even had someone say that it took less time. I mean, it might have even been less than a month. And you might say, "Well, Jen, why is there such a difference?" And honestly, it could be just the state of the entity's taxes, which we have no way of knowing when we go to apply. But if everything is in order and it really depends too on how things are running at the Department of Revenue. Are they fully staffed? Are they getting an influx? Could it be year end? It depends on how they're running their timeline. But mostly it's gotten a lot better.

But one thing to note with Pennsylvania is that it actually requires two tax clearances. You will need one from the Department of Labor. And a certificate of clearance would also be obtained from the Department of Labor and Industry. So it requires two. One of them comes back quicker. I can't remember off the top of my head. And then the other one can take longer. And again, if it goes the happy path, we just get the clearances and it's good. But sometimes we might need to come back to you with our findings, and then that's when we work together.

Another state that could have a lengthy review for tax clearance is New Jersey. So the tax clearance is submitted with the withdrawal documents to the Division of Revenue, and then that begins the dissolution proceeding pending process. And so the dissolution is in progress, but it's pending the tax clearance.

And then Louisiana is another one that would require two tax clearances from the Department of Labor and the Department of Revenue. Both the labor and the tax clearance requests are initiated by the Secretary of State after the withdrawal is filed.

New York, we kind of already talked about. We need that tax consent and the power of attorney. And again, it's dependent on what is the turnaround time like with the Department of Revenue. We don't have any control over that. A lot of times we don't have any say. But we do have contacts, and we will always be reaching out and making sure that we're giving you the most up-to-date turnaround times.

Now, for Texas, it requires a certificate from the Comptroller before the dissolution can proceed. So a lot of times clients might send in their withdrawal paperwork. They might say, "Hey, Jen, go ahead and withdraw this for me." And I really need that tax clearance certificate in hand before I can submit to the Secretary of State. And this is just specific to the Texas Comptroller. It's so much easier to obtain it online, but we don't have the access to obtain it online. So CSC, we would have to obtain it like by paper and submit it that way over the counter. That could take six months or longer when, really, it's so much easier. And we can assist you with the online filing instructions. But it's so much easier if there is someone from the entity who's authorized. They can go to the Texas Comptroller's website, obtain it online. And, I mean, they might get it in three days where it would take us six months. And again, it's all dependent on the company's tax status with the Comptroller. But, I mean, I'll ask them to go and get it, and then the next day, they're back with the certificate. And they say, "Here you go. Here's everything you need." And then perfect, I can submit it hand in hand. And then usually it's wrapped up in a matter of days.

But one thing to note when planning a termination project, it's important to take into account these timelines, and you should build that into your expectations from the beginning. That way, if it goes the happy path, great, we're still just trucking along. But if for some reason there's a roadblock, it doesn't throw everything out of order, and then you're not behind on what your deadlines are.

Okay. So we kind of touched on it a little bit, but we wanted to talk more specifically about when an entity is not in good standing. So a common misconception is that dissolution automatically resolves the compliance issues, and that's not true. In reality, many states will not allow a dissolution or a withdrawal filing if the entity is inactive, forfeited, suspended, or revoked.

So we have put together some steps that we generally include when we're talking about it. So what we would want to look at is, number one, why did the entity lose good standing status? Is it just that an annual report was missed? Can we file that quickly, get the entity back into good standing and proceed? Did the entity miss annual reports for the past five years? If that's the case, then we need to file for all the years that were missing, then file to reinstate. And then once it's active, we can continue with the dissolution or the withdrawal.

We might need to pay the outstanding fees or the taxes. CSC can help there. We do advance taxes very frequently. Obviously, we'll do the research. We'll say, "Hey, we reached out to such and such a state. This is what you owe. We can certainly assist with getting that taken care of and then moving on in the process."

Sometimes, like Delaware comes to mind, once the entity is revoked, it has to reinstate. So then you would take care of filing the past due reports, paying the taxes, and then you can reinstate the entity. A lot of times that involves filing a certificate of revival. So we can assist with that paperwork. We can send you the form. We can prepare the form. Then you would sign it, return, and we would submit.

It seems like, oh, my gosh, all of these states take so long. All these steps take so long with all these states. But depending on the state, I mean, we can do it kind of all at the one time because we're just so familiar with doing it that we'll pay the taxes, we'll file the annual report, we'll submit for the reinstatement. And yes, we have to wait for each of those steps to be completed, but we own that part. And then we just keep you up to date on it.

So a lot of times for clients, they'll say, "Jen, you really took the worry away," and that's what we like to do. And then once it's reinstated, you can proceed with the dissolution or the withdrawal.

One thing that I like to note is that everything is so state-specific, but it really is true, depending on the state, the turnaround times can vary. So for Delaware, you might be looking at one to three business days for everything to be resolved. For California, you could be looking at 7 to 10 business days for the dissolution or the withdrawal to be resolved. I kind of mentioned it earlier in the presentation, but it is a good call out to say again, if the entity in California is suspended with the Secretary of State, it's a much quicker fix. We just file that past-due annual report, and we're on our way in the process. If it's forfeited with the Franchise Tax Board, that's a different story. It has to be revived with the Franchise Tax Department, which can take a bit longer. So it could be longer than 7 to 10 business days.

For Texas, it could be two to four weeks because the tax clearance is needed from the Comptroller. And New York, it could be two to six weeks because the consent is needed from the Department of Revenue.

Helena: So let's segue now into talking a little bit about registered agent, because this was something that Jen said comes up quite a bit in the entire dissolution and withdrawal process. Everyone thinks that the registered agent goes away, but you still need to be aware of this.

So for people in the audience who are listening, who may not be as experienced as some others, why do you need a registered agent? So that's how CSC got its start back in 1899. Every entity has to have a registered agent which can accept service of process. So if that entity is being sued, there's got to be an individual or a company that is the appointed registered agent that can accept service of process. And that registered agent has to be available during conventional business hours, things like that.

And so a way to get this more formalized, that was how CSC got its start, was that someone was always available and would make sure that that entity got a service of process. And in fact, if you go to CSC's headquarters nowadays, even though I'm in Chicago, I go and visit, we have an entire separate driveway over there for service process, that somebody can pop in there and then drop off that paperwork really quickly to our team, and then they'll let our customers know about it.

So, Jen, what happens now when you are dissolving that entity or there's a withdrawal, but maybe six months down the road that there's a suit? What happens here? What is this process that happens?

Jen: I'm glad that you brought this up because it is one of the most common rejections that we see when clients are submitting their withdrawal or their dissolution paperwork, is that typically on the form there's a section that says, what's the address that service of process can be mailed by the state? Because what happens is when the entity is dissolved or withdrawn, CSC or whoever the agent is, their authority becomes revoked. And so the secretary of state asks for an address for the entity so that should anything be received after the withdrawal or the dissolution, they can forward it on.

And so a lot of times what we see on the form is we get it back, and it lists CSC's address or another agent's address, and that is not acceptable because when the withdrawal is filed and accepted, our authority as agent is revoked. So we discontinue services in our own records, and then our agent name and address is replaced with the address for the entity. So it has to be a business address where the state can forward on those very important documents in a timely manner.

And so a lot of times we'll have to go back to the client and we'll say, "I see in Item 8, you listed CSC's address. But that is not acceptable, and we'll need an address for the business." And so they update that. They misunderstood, no problem, and then we can move forward in the process.

Now I will say, as much as I say, it's never a blanket statement in every state it's this, because it state by state varies. The one state that comes to mind is Maryland. In Maryland, you can list an agent address for one year following the withdrawal. So a lot of times, in the state of Maryland, CSC will continue to act as agent for one year after the withdrawal and the dissolution.

So if you have any questions about that as you're going through this process, absolutely reach out to us, because we see it, I wouldn't say every day, but a few times a week, at most. So absolutely.

Okay. So I kind of touched on this a little bit earlier. This is the termination in lieu of withdrawal. So certain states, they provide an alternative process when the company has already dissolved in the home state, New York, Texas, Illinois. And many times, when we go this route, a form isn't even required to be filed. A lot of times, CSC, we work with you on it. We let you know, hey, there is a withdrawal form that you could file. It's going to require tax clearance. But if you're dissolved in your home state, we can just go ahead and obtain a certificate reciting dissolution, which would be a supporting document from the home state showing that the entity is dissolved. We can take that form, we can file it in Texas or New York, and a lot of times it gets around the tax clearance. So when we kind of work with our clients and then we explain that it's an option, they'll say, "Yes, let's take that. That sounds easier. I don't have to work with the Department of Revenue." And so we do see that quite commonly.

I will say that not all states offer the certificate reciting dissolution. A state that comes to mind as not offering it would be California. In the case of California, we'll work with the state agencies on the requirements and the best path forward, but they wouldn't be able to grab a certificate reciting dissolution and file it in California. You would have to go through the paperwork process. Okay.

Helena: What we're going to do is we've got a little checklist coming up.

Jen: So the checklist, I've already touched on so many of these already, but sometimes it is nice to see it lined up. So the checklist, as we see it, is you might have your notice of intent if it's required. You would look into the tax clearance aspect if it's required. You would prepare your dissolution paperwork, file your formal state withdrawals. You might want to look and see, are there any permit or license cancellations that are needed? Did the entity have any DBA filings that need to be canceled? And then we would also help with providing support and evidence of the dissolution or the merger. So a lot of little checklists, but CSC can help with so many of them.

Okay. So this is just a table that we put together because sometimes it's easy to see the states side by side. So I'll let you review it. I won't read the whole thing to you. But some callouts is if you look at Colorado, it's relatively simple. It may take you just a few minutes online. There's no tax clearance involved. And whereas New York, could be more of a complex because it involves that tax clearance, and Arizona as well, where you can see you have the publication in addition to the tax clearance. So those are the states where we most commonly are called in to help, either from the beginning or in the middle. But when we see them come through, that's when we really can think, oh, that's a job well done indeed.

Helena: And also expediting options in here also.

Jen: Yeah, because it varies state to state. I mean, that's the Secretary of State processing time. So Colorado, it's minutes. Delaware, typically it's 3 to 5 business days, but then you could do 24-hour, 1-hour, 2-hour, depending on your timeline. So we would help with all of that. The more information you have, the better.

Okay. So now we'll just briefly touch on conversions. I told Helena earlier, honestly, I could talk about conversions all day, but we don't have all day. So we'll just go through it.

Helena: So I'm going to cut you off on that one. So, Jen, so we added in conversions because that was in response to what customers wanted. We heard that from them. And also, because it was so popular, what I did was a webinar with our experts from Potter Anderson. This was back, I believe, in July. And if you want to hear a whole hour, as Jen says, on conversions, you definitely want to listen to this. So go to cscglobal.com. And on the search bar, just type in the word "conversions." And I think that the first result will be over there, the webinar that we did back in July with the Potter Anderson experts. And that will give so much more detail in here.

We've got like the two-minute version over here. But what's a conversion? It's changing that business entity structure. So you maybe were a corporation but have decided to go to an LLC or the other way. So that is what happens with a conversion so that you don't have to shut it down completely. You're just changing that format. State laws are very, very different on this. You will definitely hear that in that webinar. And not every state ends up allowing conversions in here. So I know you could talk for an hour, Jen, but give us the one to two minute version of this.

Jen: I will. So typically, when we're filing a conversion, they're generally more straightforward when they're planned properly. So what are some of the steps to planning? So step number one, you would develop and approve your plan of conversion. Then you would file the required conversion documents in the state. Again, as Helena mentioned, they're very state-specific. Then you would update your foreign qualifications and registrations based on what you did in the domestic state. So maybe you converted out of a state and became domestic to another one. You'd want to take that previous entity that maybe the home state was California, and then you need to cancel it in all the states where it was registered. Or depending on perhaps the state would allow you to file conversion paper there as well. But however it's done, you would want that paper trail showing that it was a California LLC, but now it's a Delaware LLC, and then your paperwork matches up to what you changed in the home state.

So we just put this together. It's a state-by-state comparison. Delaware, as you can see here, honestly, it remains one of the more flexible jurisdictions. California has expanded their available conversion options in recent years. It used to be it was a withdrawal and a qualification of the new entity type. But now, depending on the type of conversion filing you're doing, you could be able to file conversion paperwork, which sometimes does make it easier.

For Illinois, they offer both conversion and domestication paths. I don't think that this will be a surprise, but New York does tend to be the most restrictive, where they may not allow for conversions. You would have to do either the dissolve or the withdrawal depending on is it domestic or foreign, and then you would qualify or form as your new entity type or with the new home state.

So like I said, I could go on and on, but that's it in a nutshell. And if you have any questions about it as you're working through it, definitely reach out to CSC. So now I will send it back to you, Helena.

Helena: Right. And so what we have over here is we just want to give a shout out to what we affectionately call at CSC DBOYS, our "Doing Business Outside Your State" guide. This is completely free to download. And what it does is it takes you through foreign qualifications. I know we've been talking about dissolutions and withdrawals and the conversions, but those foreign quals are also so important and with this whole process over here. So it'll walk you through that.