Sample Documents

The sample documents provided in this section include three documents used for a Type A conversion, where the original business entity simply files amended Articles and adopts amended Bylaws (as opposed to forming a second entity):

  1. Amended and Restated Articles of Incorporation for a California stock corporation converting to a California Consumer Cooperative Corporation, along with a sample letter to the Secretary of State. Note that the California Corporations Code is not entirely clear about the exact process and documents required to convert a conventional corporation to a cooperative corporation. Nevertheless, the Secretary of State has accepted a document substantially similar to the following, and explained to us on the phone that the process to convert to a cooperative is the same as to convert to a nonprofit, as described in California Corporations Code Section 911.
  2. Redemption Agreement by which any shareholders and stock option holders may relinquish their interests in the company in exchange for a promissory note.
  3. Promissory Note to be held by any former shareholders and stock option holders in exchange for the redemption of their interests.
  4. Articles of Incorporation for a Massachusetts Cooperative Corporation using Preferred Share Financing. These are sample articles of incorporation based on those used by Real Pickles for their preferred share financing program described in the case study.
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