Corporation-to-LLC Statutory Conversion Approval and Filing Requirements by State
May an ordinary domestic private business corporation convert directly into a limited liability company, and if so what plan, board action, shareholder vote or consent, notice, liability consent, formation and conversion filings, delayed-effective-date, abandonment, continuity, and foreign-law conditions apply?
Jurisdictions
50 of 51 verified, 1 with no public source
Statutes checked
Every entry, oldest check September 5, 2026
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What this survey covers
A statutory conversion changes entity type without winding up the corporation and forming a replacement through a separate asset transfer. This survey asks first whether that direct route exists, then follows the internal plan and approval process into the public conversion and LLC formation filings, the effective time, abandonment, and the statute's continuity rules.
The table keeps statutory continuity separate from tax treatment, licenses, contracts, lender and third-party consents, securities compliance, foreign qualification, fiduciary duties, creditor remedies, and advice about whether to convert.
Why the state architecture matters
The District of Columbia begins with the converting entity's organic rules, then imports the merger-approval rules for a business corporation, and requires each newly liable holder's approval “in a record.” D.C. Code § 29-204.03 (accessed September 5, 2026).
Delaware makes the plan optional but requires the board to adopt a conversion resolution, give voting and nonvoting holders at least 20 days' notice, and obtain a majority of outstanding shares entitled to vote. It excuses a holder vote when no shares were issued before board action. 8 Del. C. § 266(b),(i),(l) (accessed September 5, 2026).
Florida requires a plan, board adoption, recommendation or explanation, majority-of-entitled-votes approval by shareholders and each entitled voting group, and separate written consent from each shareholder who will acquire interest-holder liability. Fla. Stat. §§ 607.11931- .11932 (accessed September 5, 2026).
Wyoming pairs a general conversion chapter with a corporation-specific section. The resulting LLC's articles must name the former corporation, its formation state and date, and the shareholder votes for and against the conversion; the general chapter requires proof that owners approved under the converting entity's authority. W.S. §§ 17-16-1115, 17-26- 101 (accessed September 6, 2026).
The table shows a direct corporation-to-LLC route in 49 of the 50 permitted jurisdictions. New York is the sole no-direct-route state: its Business Corporation Law index has no conversion article, and LLC Law § 1006 authorizes only a partnership or limited partnership to convert. N.Y. Bus. Corp. Law complete index and N.Y. Ltd. Liab. Co. Law § 1006 (accessed September 6, 2026). A smaller cluster limits the direct route to an in-state LLC, while the other direct-route states expressly reach a foreign LLC or condition that result on destination law.
Approval most often follows a board-led plan or imported merger procedure, but the spread is material. Majority-of-entitled-vote and votes-cast-at-a-quorum rules are common; two-thirds and all-share thresholds, all-holder shortcuts, no-issued-share exceptions, and governing-record-driven approval remain real outliers. Public filing also splits among combined conversion/formation records, paired records, and destination articles carrying the conversion facts. The table preserves those differences instead of treating “conversion” as one uniform filing.
Scope boundaries
This survey reports direct statutory conversion authority, approvals, filings, and continuity. It does not prescribe a merger, dissolution, asset transfer, tax election, or new formation where no direct route exists. It does not decide tax treatment, entity choice, transaction validity, fiduciary duties, appraisal, creditor rights, securities compliance, contract or license continuity, third- party consent, foreign qualification, or professional and regulated-entity eligibility.
State by state
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| State | Governing law, entity types, domestic/foreign status, and direct-conversion scope | Direct route, destination LLC, and substitute-merger boundary | Plan terms, required contents, and resulting LLC governing documents | Board adoption, recommendation, conditions, and authority | Shareholder vote, class/series groups, written consent, and unanimity | Notice, nonvoting holders, and consent to new personal liability | Conversion and LLC formation filings, signer, and contents | Fees, delayed effectiveness, abandonment, withdrawal, and correction | Property, contracts, debts, proceedings, owner interests, and continuity | Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-06 | Ala. Code §§ 10A-2A-9.11 to -9.15 and §§ 10A-5A-10.01 to -10.03; domestic corporation may become domestic or foreign LLC when both governing laws/documents allow |
Direct statutory route to domestic or qualifying foreign LLC; both organizations must comply with governing law/documents. Merger is not a substitute (§§ 10A-2A-9.11(a), 10A-5A-10.01(a)) |
Written plan states both names/types/principal-office addresses, source ID, conversion terms, owner-interest treatment, and destination organizational documents; may use objective outside facts and need not attach contemplated disclosure schedules at approval (§ 10A-2A-9.11(b)-(f)) |
Board first adopts; recommends unless conflict/special circumstances or § 8.26 applies, then informs stockholders why; may condition approval or effectiveness (§ 10A-2A-9.12(a)-(c)) |
Majority of all votes entitled plus majority of each separate class/series group, subject to greater certificate/board condition. Written consent uses meeting-minimum threshold unless certificate says otherwise, with 60-day collection and 10-day notice (§§ 10A-2A-7.04, 10A-2A-9.12(e)) |
Every holder, voting or not, gets 10-60 day meeting notice stating purpose with plan/summary and destination written organizational documents. Each holder taking personal liability signs separate written consent (§§ 10A-2A-7.05, 10A-2A-9.12(d), (f)) |
Simultaneously file signed Statement of Conversion and LLC Certificate of Formation; statement gives source history/ID, destination details, addresses, effective date, approval, free-plan-copy promise, and foreign process office. Certificate adds source/type/law/ID and approval (§§ 10A-2A-9.13, 10A-5A-10.03) |
$100 conversion statement plus $200 LLC certificate; filing-time effect or delay ≤90 days. Plan amendments protect consideration, organization documents, and materially affected holders; board/plan abandonment before effect, followed by filed statement if conversion statement delivered (§§ 10A-1-4.11-.12, -4.31, 10A-2A-9.14) |
Property/contract rights, debts/liabilities, proceedings, rights/powers/purposes continue; no transfer, winding up, or dissolution; interests convert under plan; source ID continues when conditions met (§ 10A-2A-9.15(a)) |
Creditor rights/liens and preconversion choice of law preserved; foreign result consents to Alabama jurisdiction/process for old obligations; appraisal rights remain. No tax, license, private-consent, securities, priority, or qualification promise (§ 10A-2A-9.15) |
| Alaska verified 2026-09-06 | Alaska Entity Transactions Act, AS 10.55.401 to .406, plus Alaska LLC articles AS 10.50.070 to .080; ordinary domestic business corporation may become Alaska or qualifying foreign LLC. Financial institutions, insurers, BIDCOs, cooperatives, public corporations, and municipalities excluded (§§ 10.55.110, .401) |
Direct domestic/foreign LLC route; foreign law must authorize. No substitute merger/dissolution required; conversion does not wind up or dissolve entity (§§ 10.55.401, .406(g)) |
Required plan in a record states both names/types/jurisdictions, interest conversion into interests/securities/obligations/rights/cash/property, proposed LLC public organic document, full recorded private organic rules, other terms, and required provisions. External facts allowed (§§ 10.55.107, .402) |
No universal board-resolution, recommendation, exception, or conditioning rule in §§ 10.55.401 to .406. “Approve” requires governor and holder steps demanded by applicable organic rules/law; destination-facing approval architecture and unanimous-holder alternative govern (§§ 10.55.108, .403, .901(3)) |
Proposed LLC organic rules control conversion approval; if silent, its organic law/rules for merger apply, and current LLC merger default is all members unless operating agreement says otherwise. If neither supplies a rule, all holders entitled on any matter approve; unanimous holder vote/consent is always an express alternative unless organic law/rules say otherwise (§§ 10.50.510; 10.55.108, .403) |
Conversion sections state no universal meeting or nonvoter notice; approval procedure comes from applicable LLC organic rules/law. Every shareholder who will have postconversion interest-holder liability separately approves in a record (§ 10.55.403) |
Officer-signed Statement of Conversion states both entities/types/jurisdictions, approval, ≤90-day later time, foreign-result process address, and attaches Alaska LLC public organic document, which need not be signed. Signed plan meeting statement fields may be filed instead. LLC articles state name, purpose, registered office/agent, and manager-management election; activity-code statement accompanies them (§§ 10.50.070 to .078; 10.55.405, .601) |
Statement and abandonment statement each $25; correction as otherwise-unspecified instrument $25; optional expedite $150. Filing-effective or delay ≤90 days. Plan amendment protects consideration, organic rules, and materially adverse terms; abandonment follows plan or approval method, with filed statement after filing (§§ 10.55.404 to .405, .605; 3 AAC 16.100, .105, .140) |
Same entity without interruption; property stays vested without assignment/impairment, liabilities continue, rights/powers/purposes remain, proceedings may substitute name, organic documents take effect, and interests convert. No dissolution/winding up; new interest-holder liability only post-effect (§ 10.55.406) |
Foreign law must authorize; government merger notice/approval duties also reach conversion; foreign result accepts Alaska service. Pre-July 1, 2014 protected merger clauses reach conversion until amended. No general tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion (§§ 10.55.103 to .104, .401(c), .406(e)) |
| Arizona verified 2026-09-05 | A.R.S. §§ 10-1102 to -1103 and Arizona Entity Restructuring Act §§ 29-2401 to -2407; ordinary Arizona domestic business corporation may convert into a domestic or authorized foreign LLC, with corporate approvals layered onto the general conversion article |
Direct statutory route available without prescribing a substitute merger; domestic LLC permitted, and foreign LLC permitted only if destination law authorizes conversion. Unauthorized foreign conversion is ineffective and requires a public ineffectiveness statement (§§ 29-2401, -2407) |
Plan must be in a record and state converting and converted names/types/jurisdiction, share conversion into interests/securities/obligations/rights/cash/property, proposed LLC articles, full text of record-form private organizational documents, other terms, and other required provisions (§ 29-2402) |
Board adopts and submits the plan, recommends it unless conflict/special circumstances support no recommendation and the basis accompanies the plan, and may condition submission on any basis (§§ 10-1102 to -1103) |
Each entitled voting group approves by majority of all votes entitled, subject to greater law/articles/board condition; separate groups arise for amendment-equivalent provisions or article-created rights. Minimum-vote written consent generally works, but specified corporations require unanimity; unanimous approval is an alternative (§§ 10-704, 10-1103, 29-2108) |
Every shareholder, voting or nonvoting, receives 10-60 day meeting notice stating the plan purpose with plan/summary. Each holder acquiring postconversion interest-holder liability consents in a record unless the stated organizational-document exception applies (§§ 10-705, 10-1103(D), 29-2403(A)(2)) |
File corporation-signed M085 with converting/converted names, jurisdictions and types, effect, approval recital, and attached LLC articles; chair, president, or other officer signs with name/capacity. Articles state LLC name, principal address, Arizona agent, management form, and required managers/members; signed qualifying plan may replace statement (§§ 10-120, 29-2405, 29-3201) |
$100 corporation statement plus $50 attached LLC articles; effect on delivery or stated date/time ≤90 days later. Plan amendment preserves holder votes for listed changes; pre-effect abandonment follows plan/governors/approval route, but postfiling abandonment requires a delayed date and statement. General corporation correction rules apply (§§ 10-122, 10-124, 29-2105, 29-2404, 29-3213) |
LLC is same entity without interruption; property and powers remain vested, obligations continue, pending proceedings may substitute the LLC name, approved public/private documents bind, shares convert under plan, and no winding up or dissolution occurs. Preconversion liability remains; new liability reaches only postconversion obligations (§ 29-2406) |
Older protected agreement's merger term may apply until post-effective-date amendment; foreign LLC filing includes required qualification documents or a process address, and unauthorized foreign conversion is ineffective. Statutes do not promise tax, license, securities, contract-consent, creditor-priority, or out-of-state qualification results (§§ 29-2401(C), -2405 to -2407) |
| Arkansas verified 2026-09-06 | Arkansas Business Corporation Act §§ 4-27-1101 to -1105 plus Uniform LLC Act §§ 4-38-1043, -1045 to -1046; ordinary domestic corporation may convert directly into an Arkansas or qualifying foreign LLC |
Direct statutory conversion available when the resulting LLC's governing law authorizes it and is complied with; foreign-destination law must not prohibit it. No merger, dissolution, or asset-transfer substitute is prescribed (§§ 4-27-1102, 4-38-1043, -1045) |
Plan in a record states pre/post names and forms, terms, share-to-interest/money/other-consideration treatment, and resulting LLC organizational documents—Certificate of Organization and operating agreement (§§ 4-27-1101(9)(C), -1102) |
Board ordinarily recommends; conflict or special circumstances permit explained nonrecommendation. Board may condition submission on any basis; statute does not separately label board adoption (§ 4-27-1103(a)-(b)) |
Each separately entitled voting group: majority of all votes entitled; chapter, articles, or board condition may require more or additional groups. Written consent uses the meeting-equivalent minimum; no express no-issued-share exception (§§ 4-27-704, -1103(d)) |
Meeting: every holder gets plan-purpose notice and plan/copy summary; ordinary window 10-60 days. Consent: nonvoters get same materials ≥10 days before action. Conversion sections state no separate consent for new personal liability; dissent rights apply (§§ 4-27-704 to -705, -1103(c), -1302) |
Corporation files Articles of Conversion; LLC-law Statement of Conversion identifies both entities and attaches the unsigned LLC Certificate of Organization. Current SOS uses one authorized-officer Articles form and requires the appropriate initial filing with it (§§ 4-27-1104, 4-38-201, -1045; SOS Art_Conv) |
Current paper filing fees: $25 conversion form + $50 LLC certificate. LLC record may delay ≤90 days; prefiling plan amendment/abandonment follows plan and same consent. No clear corporation-to-LLC postfiling abandonment rule; conversion statement is correctable but original LLC certificate is not (§§ 4-27-1103(e), 4-38-207, -209; SOS) |
Same entity without interruption; property remains vested, debts and liabilities continue, proceedings continue or substitute the LLC name, rights/powers generally remain, shares convert, and no winding up or dissolution occurs (§§ 4-27-1105, 4-38-1046) |
Other law remains applicable; foreign destination law and Arkansas process rules still govern. Continuity does not itself promise tax treatment, contract/license consent or continuity, securities compliance, creditor priority, or foreign qualification (§§ 4-27-1102, -1105; 4-38-1002, -1046) |
| California verified 2026-09-05 | Cal. Corp. Code ch. 11.5, §§ 1150-1159, plus LLC articles §§ 17702.01 and 17702.05; domestic stock corporation may convert to a domestic or foreign LLC, subject to destination and other applicable law (§§ 1151-1152) |
Direct statutory conversion available; destination law must expressly permit formation by conversion and all other applicable conversion requirements must be met. This route is not a substitute-merger prescription (§ 1151) |
Required plan states terms; resulting name/form/jurisdiction; share-to-interest conversion; LLC articles/certificate and operating agreement; required or desired provisions. Non-dissenting holders become parties to adopted governing documents; LLC keeps plan and supplies copies on request (§ 1152(a), (d), (g)) |
Board approves plan; board and outstanding-share approval may occur in either order. Principal-term amendment requires board plus same shareholder approval; board or shareholders may abandon before effectiveness using the applicable approval method, subject to third-party contract rights (§§ 151, 1152(b), (e)-(f)) |
Majority of outstanding shares of every class, plus greater articles/division threshold; close corporation defaults to two-thirds of each class but articles may lower to no less than majority. Written consent uses meeting-equivalent votes unless articles provide otherwise; no express no-issued-shares exception (§§ 152, 603, 1152(b)) |
Meeting notice to voting holders is 10-60 days (30 if third-class mail) and states conversion's general nature unless approval unanimous; less-than-unanimous written consent generally gets ≥10-day pre-consummation notice. Each holder becoming an LLC manager approves unless dissent rights apply; no general nonvoter notice stated (§§ 601, 603, 1152(c)) |
Domestic-LLC statement of conversion is completed on LLC articles; converting officers execute/acknowledge. Filing states corporation name/file number, class votes and required percentages, destination name/form/jurisdiction, and agent; LLC articles add purpose, name, addresses, agent, and management statements (§§ 1153, 1155, 17702.01) |
Current LLC-1A stock-corporation-to-LLC filing fee $150; conversion effective on required filing, and original LLC articles cannot specify the general ≤90-day delayed date. Plan may be amended or abandoned before effectiveness; no separate conversion-specific postfiling withdrawal or correction in ch. 11.5 (§§ 1152(e)-(f), 1153, 17702.05(c); SOS fee table) |
Same entity except specified California tax-law purposes; rights/property vest, debts/liabilities continue, creditor rights/liens remain unimpaired, and proceedings continue. Preconversion personal liability remains; postconversion liability follows resulting interest/law/documents. Conversion filing replaces separate dissolution filings; known creditors/claimants get notice within 90 days (§§ 1155(d), 1158) |
Converted entity assumes specified California corporate-tax return/payment duties; same-entity rule expressly excludes named tax-law parts. Destination law and foreign filings still govern; continuity does not promise tax-free treatment, license/contract consent, securities compliance, creditor priority, or foreign qualification (§§ 1151(b), 1153(a), 1155(e), 1158) |
| Colorado verified 2026-09-06 | C.R.S. §§ 7-90-201 to -202, 7-111-101.5, 7-111-103; domestic corporation may directly become any domestic entity form or recognized foreign entity form, including an LLC |
Direct route to Colorado or recognized foreign LLC; plan must comply with § 7-90-201.3 and approval with §§ 7-90-201.4 and 7-111-103. Merger is not a substitute (§ 7-90-201) |
Required plan states both entities' name, jurisdiction, and form, plus terms and how owner interests become resulting interests/obligations, money, or property. Plan procedure governs amendment/abandonment, subject to statutory limits (§§ 7-90-201.3, -205.5) |
Board adopts and submits plan; must recommend unless conflict/special circumstances support no recommendation and basis is communicated with plan; may condition effectiveness on any basis (§ 7-111-103(1)-(3)) |
Each separately entitled voting group ordinarily approves by majority of all votes entitled; greater statute/articles/shareholder-bylaws/board condition controls; amendment-equivalent terms trigger group vote. Unanimous written consent works; articles may authorize meeting-minimum consent (§§ 7-107-104, 7-111-103(5)-(6)) |
Meeting notice to entitled voters states conversion purpose and includes plan/summary; ordinary notice 10-60 days. Less-than-unanimous consent gives nonconsenters notice; no conversion-specific nonvoter notice or new-liability consent, while prior personal liability remains (§§ 7-107-104 to -105, 7-90-202(2), 7-111-103(4)) |
Colorado LLC route files combined Statement of Conversion and LLC Articles, legally treated as two documents; identifies converting entity/name/address/jurisdiction/form, resulting name, conversion recital, plus LLC-articles content. No signature condition; causing individual supplies name/address and perjury affirmations (§§ 7-90-201.7(3), -301 to -301.5) |
Current combined conversion fee $100 online. Filing-time effect or delay capped at day 90; plan procedure controls abandonment/amendment before effect, with limits on consideration, constituent documents, and materially adverse changes; pre-effect Statement of Change after delayed filing; correction/revocation routes (§§ 7-90-205.5, -304 to -305; SOS fee schedule) |
Resulting LLC is same continuing entity; no required winding up, liability payment, distribution, or dissolution unless otherwise agreed/provided; prior obligations and personal liability unaffected. Statute states continuity, not separate contract/proceeding rules (§ 7-90-202) |
Conversion is subject to organic-law restrictions and corporation appraisal rights for qualifying unincorporated-entity conversion. Statutes do not promise tax, license, contract-consent, securities, creditor-priority, or foreign-qualification results (§§ 7-90-206, 7-113-102(1)(h), (2)) |
| Connecticut verified 2026-09-06 | Connecticut Entity Transactions Act, Chapter 616; domestic capital-stock business corporation may convert to domestic LLC or foreign LLC of different type when foreign law authorizes (§§ 34-600(4)-(7), (12), 34-631(a)) |
Direct statutory conversion to CT or qualifying foreign LLC; merger rules supply the approval method only. Excludes listed regulated/religious entities and incompatible professional-service results (§§ 34-608, 34-631) |
Required record states before/after name/type and destination jurisdiction, interest conversion, proposed public organic document, full recorded private organic rules, other terms/conditions and required provisions; external facts allowed (§§ 34-605, 34-632) |
Imported merger route: board adopts first and recommends approval unless conflict/special circumstances or §33-754 applies, then explains; board may condition shareholder approval or effectiveness (§§ 34-633(a)(1), 33-817(1)-(3)) |
Modern default: majority-entitled-vote quorum; votes favoring exceed opposing in each required group. Each converted class/series votes separately unless certificate permits elimination; some pre-1997 corporations use two-thirds. Default written consent unanimous; certificate may allow meeting-minimum consent within 60 days. No specific no-issued-share exception (§§ 33-698, 33-709, 33-817(5)-(7), (13)) |
Meeting notice to every voting/nonvoting holder 10-60 days before, stating purpose and carrying plan copy/summary. Consent route gives nonvoters and nonconsenting voters notice within 10 days. Each holder gaining postconversion interest-holder liability approves in a record (§§ 33-698(e)-(f), 33-699(a), 33-817(4); 34-633(a)(2)) |
Entity-authorized signer files certificate naming before/after entity, jurisdictions/types, effect time and approval. Domestic LLC attaches public organic document; it need not be separately signed and may omit provisions unnecessary in a restatement. Ordinary LLC document fields cover name, addresses, agent, one manager/member, email, and NAICS (§§ 34-247(b), 34-635(a)-(d)) |
Current domestic-result fees $180: $60 conversion + $120 LLC formation document. Filing-effective or stated date/time; §34-635 states no maximum delay. Material plan amendments preserve affected-holder approval; abandon before effect, with filed certificate if postfiling. No conversion-specific correction route in Part IV (§§ 34-634-.635; SOTS schedules) |
Same entity without interruption; property remains vested; liabilities, rights, powers and purposes continue; name substitutes in proceedings; attached public/private rules bind; interests convert under plan; no winding up/dissolution (§ 34-636(a)-(b), (g)) |
Foreign destination law must authorize; unqualified foreign result gives process mailing address and appoints Secretary for liability service. Existing protected merger-only clauses can apply to conversion. No tax, license, private-consent, securities, creditor-priority, or foreign-qualification guarantee (§§ 34-601-.602, 34-631(c), 34-635(b)(7), 34-636(e)) |
| Delaware verified 2026-09-06 | 8 Del. C. § 266 plus 6 Del. C. §§ 18-201, -204, -206, and -214; ordinary Delaware corporation may convert directly into Delaware or foreign LLC. Domestic LLC result is governed by both corporation and LLC statutes |
Direct Delaware/foreign LLC route; no substitute merger needed. No shareholder vote if no stock was issued before board resolution; charitable nonstock corporation cannot convert if charitable status would be lost/impaired (§ 266(a), (i)-(j)) |
Plan optional. If adopted, board approves it with resolution; may state conversion terms, resulting governance document, share conversion/cancellation, desirable/destination-law provisions, and external-fact mechanics. Delaware LLC agreement receives same authorization as conversion (§ 266(b), (l); 6 Del. C. § 18-214(h)) |
Board adopts conversion resolution, specifies resulting entity type, recommends approval, and submits it at annual/special meeting. Section 266 states no recommendation exception or board-conditioning rule; plan, if any, is approved with resolution (§ 266(b)) |
Majority of outstanding shares entitled to vote; no conversion-specific class vote. Minimum-vote written/electronic consent under § 228 unless charter bars it, delivered within 60 days; prompt notice to nonconsenters. No-issued-share exception (§§ 228, 266(b), (i)) |
Every voting/nonvoting holder gets ≥20 days' notice of meeting time and purpose; consent action gives prompt notice to every nonconsenting holder who would receive meeting notice. No separate LLC-liability consent; § 266 separately requires consent only for holders becoming general partners (§§ 228(e), 266(b)) |
Delaware LLC: simultaneously file authorized-person Certificate of Conversion and Certificate of Formation; same effective time. Conversion certificate states original creation date/jurisdiction, prior name/type, LLC name, and delayed time; formation certificate states LLC name and Delaware registered office/agent. Foreign LLC: DGCL certificate states corporate/original names/date, result jurisdiction, approval, service appointment, and address (8 Del. C. §§ 103, 266(c); 6 Del. C. §§ 18-201, -204, -214(b)-(c)) |
Current base: domestic LLC conversion $220 + formation $110 = $330; foreign LLC conversion $234, plus taxes/add-ons. Domestic paired records use same filing/stated time with delay ≤180 days; foreign certificate delay ≤90 days. Future-effective domestic certificate may be amended/terminated; corporate and LLC correction routes preserve adverse-reliance limits (8 Del. C. § 103; 6 Del. C. §§ 18-206, -211, -1105; fee schedule) |
Same entity; rights, powers, real/personal property, debts due, and causes remain; creditor rights/liens preserved; debts/liabilities/duties attach without deemed transfer. Shares may convert/exchange/remain/cancel; no winding up/dissolution by default (§ 266(f)-(h); 6 Del. C. § 18-214(d)-(g), (i)) |
Delaware fees/taxes due must be paid; prior obligations, personal liability, and preconversion choice of law survive foreign result. Pre-Aug. 1, 2022 charter/voting-agreement merger restrictions also reach conversion unless expressly excluded. Appraisal may apply subject to § 262 limits; no general tax, license, securities, contract-consent, creditor-priority, or foreign-qualification conclusion (§§ 266(c)-(e), (k), 262) |
| District of Columbia verified 2026-09-06 | D.C. Code §§ 29-204.01 to -.06 plus business-corporation approval §§ 29-305.04-.05, -305.25, -309.04 and LLC certificate § 29-802.01; domestic corporation may become D.C. or qualifying foreign LLC |
Direct domestic/foreign LLC route; foreign law must authorize. No substitute merger/dissolution prescribed; same entity without interruption and no winding up/dissolution (§§ 29-204.01, -204.06(a), (g)) |
Required plan in a record states both names/types/jurisdictions, interest conversion into interests/securities/obligations/rights/money/property, proposed LLC public record, full recorded private rules, terms, and required provisions. Other lawful terms allowed (§ 29-204.02) |
If corporation organic rules do not supply conversion approval, merger rules require board adoption, submission, and recommendation or conflict/special-circumstance explanation; board may condition submission on any basis (§§ 29-204.03(a)(1)(B)(ii), -309.04(1)-(3)) |
Merger default: majority-entitled-vote quorum in each group and votes cast for exceed votes against; converted and amendment-affected classes/series vote separately, subject to greater articles/board condition. Consent defaults unanimous; articles may permit meeting-minimum consent within 60 days (§§ 29-305.04, -305.25, -309.04(5)-(6)) |
Every voting/nonvoting holder gets 10–60 day meeting notice stating conversion purpose with plan copy/summary and resulting organic rules. Consent action brings 10-day notice to nonvoters/nonconsenters. Every holder gaining interest-holder liability separately approves in a record (§§ 29-204.03(a)(2), -305.04-.05, -309.04(4)) |
Signed Statement of Conversion states both names/types/jurisdictions, approval, ≤90-day later time, and foreign-result process address; attach D.C. LLC public organic record, which need not be signed. Signed plan meeting statement fields may substitute. LLC certificate states name, principal-office street/mailing addresses, agent information, and series election if any (§§ 29-204.05, -802.01) |
Effective on filing or stated time ≤90 days. Plan amendment returns consideration, organic-rule, and materially adverse changes to affected holders; abandonment follows plan or original approval method, with filed statement after delivery. Current DLCP corporation fee table does not separately label a conversion statement; confirm amount. No conversion-specific correction rule in §§ 29-204.01 to -.06 (§§ 29-204.04-.05; DLCP) |
Same entity without interruption; property stays vested without transfer/impairment, liabilities continue, rights/powers/purposes remain, pending proceeding may substitute name, organic rules bind, and interests convert. No dissolution/winding up; new holder liability only post-effect (§ 29-204.06(a)-(d), (g)) |
Conditional recordation/transfer-tax exemption only when ownership and profit/loss allocations remain identical through 12 months, subject to death/involuntary-dissolution exception. Foreign law/service rules apply; no general income-tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion (§ 29-204.06(e), (h)) |
| Florida verified 2026-09-05 | Florida Business Corporation Act §§ 607.11930-.11932 and §§ 607.11933-.11935 plus Florida Revised LLC Act §§ 605.0201, 605.0213; domestic corporation may convert directly to domestic LLC or foreign LLC when destination organic law permits |
Direct route available to domestic eligible entity other than corporation or qualifying foreign eligible entity; protected pre-2020 merger provisions also apply until amended. No substitute merger required (§ 607.11930) |
Required plan states converting/resulting names, destination jurisdiction/type, share/rights/securities conversion, other terms, and full written organic rules; outside facts permitted if objectively ascertainable (§ 607.11931) |
Board first adopts plan, recommends approval or explains conflict/special-circumstance nonrecommendation, and may condition shareholder approval/effectiveness (§ 607.11932(1)-(3)) |
Majority of votes entitled at a quorum meeting plus majority of each entitled voting group; greater statute/articles/board condition controls. Written consent may use the meeting threshold by each voting group unless articles bar it, with delivery within 60 days (§§ 607.0704, 607.11932(5)) |
Meeting notice to every voting/nonvoting holder includes plan and resulting written organic rules. Each shareholder who would acquire interest-holder liability signs separate written consent; general-partner consent has an additional express rule (§ 607.11932(4), (6)-(7)) |
Converting entity signs articles naming both entities/types/jurisdictions, reciting approval, and attaching resulting LLC public organic record; attachment need not be separately signed. May combine with another required filing. LLC record states name, principal street/mailing addresses, and agent name/Florida street address/acceptance (§§ 607.11933, 605.0201) |
Official conflict: current INHS11 says $150 ($25 conversion + $125 LLC articles/agent), but current schedules facially list $35 for another ch. 607 filing plus $100 articles and $25 agent. Default effect on acceptance; delayed date/time capped at day 90. Board may abandon before effect; filed articles require abandonment statement (§§ 607.0122-.0123, 607.11933-.11935, 605.0213) |
Same entity without interruption and original organization date; property/title and contract rights remain, debts/liabilities continue, proceedings may substitute resulting name, organic records take effect, shares convert under plan/appraisal rights, and no windup/dissolution occurs (§ 607.11935) |
Destination organic law controls foreign eligibility/effect; continuity preserves contract rights but does not supply required third-party consent or promise tax, license, securities, creditor-priority, or foreign-qualification treatment (§§ 607.11930, 607.11933(4), 607.11935) |
| Georgia verified 2026-09-05 | Georgia Business Corporation Code §§ 14-2-1109.1 and -1109.3 plus LLC Act §§ 14-11-204, -212; ordinary Georgia business corporation to Georgia or authorized foreign LLC |
Direct election/conversion exists without merger; domestic route forms a Georgia LLC, while foreign route requires destination-law permission (§§ 14-2-1109.1, -1109.3; § 14-11-212) |
Georgia-LLC plan states LLC name, share-to-member conversion or operating-agreement reference, later effect, articles, and written operating agreement with deemed-execution term; foreign-LLC plan states share conversion and other provisions (§§ 14-2-1109.1(c), -1109.3(b)) |
Board adopts and submits plan, recommends approval unless conflict/special circumstances support no or negative recommendation with reasons, and may condition submission; no further board action needed for pre-effective abandonment unless plan says otherwise (§§ 14-2-1103(b)-(d), -1109.1(b),(d),(g), -1109.3(c),(f)) |
All shareholders must approve, so no lesser ordinary denominator, class exception, or no-issued-share exception is stated; written consent must evidence the action, carry required materials or waiver, aggregate within 60 days, and cover the required shareholders (§§ 14-2-704, -1109.1(d)(2), -1109.3(c)(2)) |
10-60 day plan/summary meeting notice to each holder entitled to vote; no separate meeting-notice right for nonvoters stated, although every shareholder must approve; no separate new-liability consent—domestic plan may make approval deemed execution of the written operating agreement (§§ 14-2-705, -1109.1(c)(5),(d), -1109.3(c)) |
Domestic: corporate officer signs custom certificate under §§ 14-2-1109.1(h), 14-11-212(b), with Georgia LLC articles naming the LLC and optional manager-management term; foreign: certificate carries names/jurisdiction, approval, effect, process appointment/address; no Georgia LLC articles (§§ 14-2-120, -1109.3(i); §§ 14-11-204, -212) |
Current matrix: $105 conversion fee ($95 filing + $10 service), domestic package includes certificate, LLC articles, and CD 231; delayed effect ≤90 days; adverse postapproval plan changes restricted, amendment certificate after filing, board/plan abandonment before effect, and articles of correction for incorrect/defective filings (§§ 14-2-124, -1109.1(e),(g); §§ 14-11-206(f), -1101) |
Domestic LLC is same entity/continuation; original start date retained; rights, property, contract rights, debts due, liabilities, claims, creditor rights, and liens continue without transfer; shares convert/cancel; no dissolution (§ 14-11-212(c)-(d)) |
Optional county recording of certified domestic/foreign conversion certificate carries no Georgia real-estate transfer tax; foreign LLC effect follows destination law and plan and must qualify in Georgia if Title 14 requires; no general tax, license, securities, contract-consent, or regulatory promise (§§ 14-2-1109.3(g)-(k), 14-11-212(e)) |
| Hawaii verified 2026-09-06 | Hawaii Business Corporation Act §§ 414-271 to -274 plus merger approval § 414-313 and LLC registration § 428-203; domestic corporation may convert directly into Hawaii or qualifying foreign LLC (§ 414-271(a)) |
Direct domestic/foreign LLC route; destination law must permit conversion and resulting formation. Conversion is treated as a merger only for approval with corporation as nonsurvivor, not as a substitute transaction (§ 414-271(a)(1)-(2)) |
Plan states both names, continuation, resulting form and jurisdiction, and share-to-interest conversion; may add lawful terms including initial bylaws/officers. No express LLC articles or operating-agreement plan term (§ 414-271(c)-(d)) |
Board adopts under imported merger procedure and ordinarily recommends; conflict/special circumstances permit explained nonrecommendation. Board may condition submission; board may abandon before effect under plan/default procedure (§§ 414-271(a)(1), (e), 414-313(a)-(c)) |
Post-June 1987: majority of total entitled shares plus majority of each entitled class. Older corporation: 3/4 of issued/outstanding voting-power shares, including otherwise restricted/denied, reducible by articles no lower than modern threshold. Written consent unanimous among entitled voters; no no-issued-share exception (§§ 414-124, 414-271(a)(1), 414-313(e)-(f)) |
Every holder gets 10-60 days' meeting notice stating plan purpose with plan/copy summary; consent route gives nonvoters same materials ≥10 days before action. No holder becomes personally liable without consent; existing-debt agreement must be written (§§ 414-124 to -125, 414-271(a)(4), 414-274(7), 414-313(d)) |
Officer/authorized representative files X-10 Articles naming forms/jurisdictions, approval, plan location/free copy, share and vote counts; Hawaii LLC result attaches Articles of Organization with name, office/agent, term, management, member-liability and disclosure fields (§§ 414-272, 428-203; X-10) |
Current base fees: $100 conversion + $50 LLC articles = $150; expedite listed separately. Filing-effective or delay ≤30 days. Plan/default-board abandonment before effect; postfiling statement and certificate. Correction relates back except adverse reliance (§§ 414-15, 414-271(e)-(f); X-10/DCCA fees) |
Continues without interruption; property/title automatically owned without impairment subject to liens, liabilities/obligations continue, creditor rights continue, proceedings continue without substitution, shares convert, and no dissolution/winding up occurs (§ 414-274) |
Foreign LLC files Hawaii process-agent and dissent-payment agreements and qualifies if transacting business. Continuity preserves liens/creditors but does not promise tax treatment, license/private-contract consent, securities compliance, creditor priority beyond preservation, or qualification (§ 414-274(4), (8)-(9); X-10) |
| Idaho verified 2026-09-06 | Idaho Model Entity Transactions Act §§ 30-22-101 to -110 and -401 to -406 plus Business Corporation Act §§ 30-29-901, -932 to -935; domestic corporation may convert directly into Idaho or authorized foreign LLC (§ 30-22-401) |
Direct route available; foreign LLC law must authorize conversion. Pre-July 1, 2007 protected merger provisions reach conversion until later amendment; no substitute merger/dissolution/asset-transfer prescription (§§ 30-22-401, -106) |
Plan in a record states both names/types and destination jurisdiction, share conversion/consideration, proposed LLC public record, full recorded private rules, terms, and required provisions; outside facts allowed (§§ 30-22-402, -107) |
Board adopts and ordinarily recommends; conflict, special circumstances, or § 30-29-826 allow explained nonrecommendation. Board may condition holder approval or effectiveness (§ 30-29-932(a)-(c)) |
Every class/series votes separately; each has majority-entitled-vote quorum and more votes for than against unless articles/board require more. Consent defaults unanimous; articles may allow meeting-equivalent threshold. No express no-issued-share exception (§§ 30-29-704, -725, -932(e)) |
Meeting: every holder gets plan-purpose notice with plan and resulting written organic rules; general 10-60 days. Consent: nonvoters/nonconsenters get materials within 10 days. Each holder gaining liability signs separate written consent (§§ 30-29-704 to -705, -932(d), (f)) |
Converting corporation signs Statement of Conversion identifying both entities/jurisdictions/types, approval and timing, attaching unsigned LLC Certificate; signed compliant plan may substitute. Certificate states LLC name, principal addresses, agent information, and 1+ governor (§§ 30-22-405, 30-29-933, 30-25-201) |
Current public page lists LLC certificate $100 base + $20 manual fee but no conversion-statement line or combined total. Filing-effective or delay ≤90 days; plan/approval-method abandonment before effect with postfiling statement; correction relates back except adverse reliance (§§ 30-21-205, 30-22-404 to -405; SOS) |
Same entity without interruption and original organization date; property continues without transfer/impairment, debts/liabilities continue, proceedings continue or substitute LLC name, governing rules and shares convert, and no winding up/dissolution (§§ 30-22-406, 30-29-935) |
Other law and required agency approvals remain; appraisal rights track equivalent merger rights and foreign-result process remains. Continuity does not promise tax treatment, contract/license consent or continuity, securities compliance, creditor priority, or qualification (§§ 30-22-103 to -104, -109, -406) |
| Illinois verified 2026-09-05 | Entity Omnibus Act, 805 ILCS 415/101-206, supplemented by the Business Corporation Act and destination LLC law; domestic business corporation to domestic or authorized foreign LLC |
Direct statutory conversion exists; destination may be an Illinois LLC or a foreign LLC whose law authorizes conversion; another lawful route remains possible but is not the direct conversion (§§ 106, 201) |
Record-form plan states both entity names/types and destination jurisdiction, share-to-interest/consideration treatment, resulting LLC formation record, full record-form operating agreement, conditions, and other required terms; entity retains the plan (§§ 107, 202) |
Follow organic-rule conversion approval first; otherwise imported merger path uses board resolution approved by majority of all directors and directs shareholder submission; plan may carry conditions; no favorable-recommendation rule (§ 203; 805 ILCS 5/11.05, 11.15) |
Absent an organic-rule conversion procedure, imported merger threshold is ⅔ of all entitled votes plus ⅔ of each required class/series, adjustable by articles no lower than majority; less-than-unanimous written consent may use the meeting minimum with 5-day advance notice; unanimous approval independently suffices (§§ 108, 203; 805 ILCS 5/7.10, 11.20) |
Imported merger path sends every record holder the plan/summary and dissent information 20-60 days before the meeting; written-consent notice reaches entitled voters; each holder acquiring new personal liability separately approves in a record (§ 203; 805 ILCS 5/7.10, 7.15, 11.15) |
Converting corporation's authorized signer files EOA 205 with entity names/types, approval recital, effective time, and signed LLC formation document; Illinois LLC articles state name, principal office, purpose, agent/office, member confirmation, managers/authorized members, duration, and organizers (§ 205; 805 ILCS 180/5-5) |
Current EOA 205 fee $100 plus attached LLC formation document and its $150 fee; filing or later date/time ≤90 days; amendment and pre-effective abandonment allowed, with $100 EOA 204/304 after filing; no conversion-specific correction rule in Article 2 (§§ 204-205) |
Same entity without interruption; property and liabilities continue; rights/powers/purposes continue subject to other law or plan; name may change in proceedings; LLC public/private rules bind; shares convert; no dissolution; new owner liability only for later debts (§ 206) |
Other law and governmental approvals remain applicable; no tax, licensing, contract-consent, securities, creditor-priority, or foreign-qualification promise; foreign destination law must authorize, and Illinois service-of-process rules remain (§§ 103-104, 201, 206(e)) |
| Indiana verified 2026-09-05 | Indiana Business Flexibility Act, IC 23-0.6-4, with Business Corporation Law approval overlay IC 23-1-40 and LLC articles IC 23-18-2-4; ordinary domestic business corporation to domestic or authorized foreign LLC |
Direct statutory conversion available without prescribing a substitute merger; domestic LLC permitted, foreign LLC only if destination law authorizes. Nonprofit and mutual-insurer stock conversions excluded (§ 23-0.6-4-1) |
Required record-form plan states converting/converted names, types and jurisdiction; interest conversion into interests/securities/obligations/rights/cash/property; proposed public organic record; full record-form private organic rules; terms and other required provisions (§ 23-0.6-4-2) |
Organic rules control if they provide conversion approval; otherwise vote-required merger procedure applies: board adopts, submits, recommends unless conflict/special circumstances support no recommendation with stated basis, and may condition submission (§ 23-0.6-4-3; § 23-1-40-3) |
Organic conversion rule controls; otherwise each separately entitled group approves by majority of all votes entitled, subject to greater law/articles/board condition, with amendment-equivalent separate groups. Unanimous consent always works; nonpublic corporation may use minimum-vote consent unless articles say otherwise, within 60 days (§§ 23-1-29-4, 23-1-40-3) |
Every voting/nonvoting holder gets 10-60 day meeting notice with conversion purpose and plan/summary. Less-than-unanimous written action gives nonvoters and nonconsenters notice ≤10 days after sufficient consents/tabulation. Each newly liable holder executes separate written consent (§§ 23-1-29-4 to -5, 23-1-40-3(d), 23-0.6-4-1(d), -3(a)(2)) |
Converting corporation signs conversion articles stating both entities' names/types/jurisdictions, delay and approval, with LLC public organic record attached; signed qualifying plan may substitute. LLC articles state name, Indiana agent/office, duration, manager structure, and optional lawful terms (§§ 23-0.6-4-5, 23-18-2-4) |
Electronic: $20 conversion + $75 LLC articles = computed $95 total; other filing: $30 + $100 = computed $130 total. Effect on filing or stated date/time ≤90 days; amendment protects listed holder votes; pre-effect abandonment may follow plan/approval route and postfiling articles; general withdrawal/correction available (§§ 23-0.5-2-3 to -5, 23-0.5-9-19, -35, -49 to -50; 23-0.6-4-4 to -5) |
LLC is same entity without interruption; property stays vested, debts/obligations/liabilities and rights continue, proceedings continue or substitute LLC, organic records/rules take effect, interests convert under plan, and no winding up/dissolution occurs. New liability reaches only post-effective obligations (§ 23-0.6-4-6) |
Foreign effect waits for both destination organic law and Indiana filing; foreign LLC remains serviceable in Indiana for liabilities. Conversion provisions do not promise tax, license, securities, contract-consent, creditor-priority, or foreign-qualification treatment (§§ 23-0.6-4-5(h), -6(e); scope limits) |
| Iowa verified 2026-09-06 | Iowa Business Corporation Act §§490.901, .930-.935 plus Iowa Uniform LLC Act §§489.1041, .1045-.1046 for domestic result; domestic corporation may convert directly to domestic or foreign LLC when foreign organic law permits (§§ 490.140(17), 490.930) |
Direct statutory route to Iowa or qualifying foreign LLC; domestic LLC result also files under §489.1041(4). Conversion is same-entity continuation without winding up, dissolution or termination; merger substitute outside scope (§§ 489.1041, 490.930, 490.935(1)(h), (5)) |
Required plan states corporation and resulting LLC identity/jurisdiction/type, share conversion, other terms/conditions, and full immediately effective written organic rules; other lawful and external-fact terms allowed (§ 490.931) |
Board adopts first, recommends approval unless conflict/special circumstances or §490.826 applies and explains either exception; may condition shareholder approval or effectiveness. Board may abandon before effect under plan or its own procedure if plan silent (§§ 490.932(1)-(3), 490.934(2)) |
Modern default: majority-entitled-vote quorum and votes favoring exceed opposing; every class/series separately approves, subject to greater articles/bylaws/board terms and affected-holder liability consent. Written consent default 90%; eligible nonpublic articles may permit meeting-minimum; 60-day collection. No no-issued-share exception stated (§§ 490.704(1)-(3), 490.725, 490.932(5)-(6)) |
Meeting notice to every voting/nonvoting holder 10-60 days before, stating conversion purpose with plan copy/summary and full written organic rules. Consent route gives nonvoters/nonconsenting voters notice ≤10 days after action. Each holder gaining interest-holder liability signs separate written consent (§§ 490.704(5)-(6), 490.705(1), 490.932(4), (6)) |
Entity-signed Articles state before/after name, jurisdiction/type and approval; domestic LLC also requires Statement of Conversion and attached public organic record, combinable if both statutes satisfied. Attachment need not be signed; LLC certificate states name, principal street/mailing, agent name and Iowa addresses (§§ 489.201, 489.1041(4), 489.1045; 490.933(1)-(2), (5)) |
Current schedules separately list $50 corporate Articles of Conversion, $50 LLC Statement of Conversion, and $50 Certificate of Organization; combined-filing price not stated. Filing-effective or ≤90-day delay; plan amendment protects material changes; board abandonment and postfiling Articles of Abandonment; correction relates back subject to reliance (§§ 489.122, .207, .209; 490.122-.124, .934; SOS schedule) |
Same entity without interruption and original organization date; property and contract rights remain without transfer/impairment; debts/liabilities continue; proceedings may substitute LLC; public/private organic rules and interests take effect; no winding up/dissolution (§§ 489.1046(1), (7); 490.935(1), (5)) |
Foreign result effective at later of destination law and Iowa articles; appoints Iowa SOS for appraisal enforcement. Pre-2009 protected merger-only terms apply until later amendment. No tax, license, other private-consent, securities, creditor-priority, or foreign-qualification guarantee (§§ 490.930(4), 490.933(4), 490.935(2)) |
| Kansas verified 2026-09-06 | Kansas Business Entity Transactions Act §§ 17-78-101 to -109 and -401 to -406, plus General Corporation Code merger approval and LLC articles; domestic corporation may convert directly into a Kansas or qualifying foreign LLC (§ 17-78-401) |
Direct route available; foreign LLC law must authorize the conversion. Cross-form conversion stays under Article 78 even though corporation merger approval is imported; no substitute merger/dissolution/asset-transfer prescription (§§ 17-78-401, -403) |
Agreement in a record states pre/post names/types and destination jurisdiction, share conversion/consideration, resulting public organic document, full recorded private rules, terms, and required provisions; outside facts permitted (§§ 17-78-402, -601(f)) |
Organic-rule conversion method controls; otherwise imported merger approval requires board resolution approving and declaring the agreement advisable. No separate recommendation or conditioning rule stated (§§ 17-78-403, 17-6701(b)) |
Imported merger default: majority of all outstanding stock entitled to vote; no automatic separate class/series vote stated. Written/electronic consent uses meeting-minimum votes within 60 days. No-issued-share corporation has no-vote route (§§ 17-6518, 17-6701(c), (f)(2), 17-78-403) |
Meeting: every voting/nonvoting holder gets ≥20 days' notice with agreement or summary. Consent: prompt postaction notice to qualifying nonconsenters. Each holder gaining interest-holder liability separately approves in a record (§§ 17-6518(e), 17-6701(c)(2), 17-78-403(a)(2)) |
Officer-signed Certificate of Conversion identifies both entities/jurisdictions/types, effective time and pre-effect approval, and attaches unsigned Kansas LLC Articles of Organization; signed qualifying agreement may substitute. Current paper CDD requires attached Form DL (§§ 17-78-405, -601; 17-7673; CDD) |
Current CDD lists $165 total for conversion plus LLC articles; online unavailable. Filing-effective or delay ≤90 days; agreement amendment protects material holder changes, and termination before effect follows agreement/original method with postfiling certificate. Correction relates back except against adverse reliance (§§ 17-78-404 to -405; 17-7912; CDD) |
Same entity without interruption; property continues without assignment/impairment, liabilities continue, proceedings continue with possible LLC-name substitution, governing records bind, shares convert, and no winding up/dissolution occurs (§ 17-78-406) |
Other law and governmental approvals remain applicable; pre-2010 protected merger clauses reach conversion, and foreign-result process rules remain. Continuity does not promise tax treatment, license/contract consent or continuity, securities compliance, creditor priority, or qualification (§§ 17-78-103 to -104, -109, -401(c), -406) |
| Kentucky verified 2026-09-06 | KRS §§ 275.376-.377; domestic business corporation may directly become a Kentucky LLC. Section 275.376 also reaches foreign source corporation, but states no Kentucky-corporation-to-foreign-LLC route |
Direct statutory route to Kentucky LLC; written plan, corporate approval, and destination articles govern. Merger is not prescribed as substitute (§ 275.376(1)-(3), (11)) |
Written plan states corporation name, terms, destination LLC articles and written operating agreement if any, and how shares become membership interests/obligations/securities, cash, or property; other conversion terms allowed (§ 275.376(2)-(4)) |
Board approves, recommends unless conflict/special circumstances support no recommendation and basis is communicated with plan, and may condition submission on any basis (§ 275.376(2), (5)-(6)) |
Each separately entitled voting group approves by majority of all votes entitled, subject to greater chapter/articles/board condition; amendment-equivalent terms trigger group vote. Unanimous written consent default; articles may allow at least 80% (§§ 271B.7-040, 275.376(8)-(9)) |
Every voting/nonvoting holder gets 10-60 day meeting notice stating conversion purpose with plan copy/summary; consent action gives nonvoters 10-day advance material. No separate new-liability consent stated; written operating agreement binds resulting members (§§ 271B.7-040, -050, 275.376(7), 275.377(2)(d)) |
File LLC Articles of Organization with ordinary LLC fields plus conversion statement, former name, each group's designation/outstanding shares/entitled votes, and sufficient-vote or votes-for recital. Current form uses organizer signature, agent consent, and LLC formation fields (§ 275.376(11); Form KLC) |
Current Form KLC fee $40; filing-time or stated delay capped at day 90, date-only at 5 p.m. Before filing, board/plan abandonment without more shareholder action, subject to contract rights; delayed filing may be withdrawn before effect for same fee. No conversion-specific correction rule (§§ 14A.2-070 to -080, 275.376(10), (12)) |
Same entity; property/contract rights and privileges remain vested without assignment; obligations continue; proceedings continue or substitute LLC; written operating agreement binds each resulting member (§ 275.377) |
Statute preserves obligations and contract rights during abandonment; it makes no tax, license, private-consent, securities, creditor-priority, or foreign-qualification promise (§§ 275.376(10), 275.377) |
| Louisiana verified 2026-10-02 | La. R.S. §§ 12:1-950 to -955; domestic business corporation may directly become a domestic or foreign unincorporated entity, including an LLC; foreign jurisdiction must permit (§ 12:1-950(A)-(B)) |
Direct route to Louisiana or foreign LLC through entity conversion; pre-2015 debt/contract merger terms may statutorily extend to conversion until amended, but merger is not prescribed as substitute (§ 12:1-950(A)-(B), (E)) |
Plan states destination form/jurisdiction, terms, share conversion into interests/securities/obligations/rights/cash/property, and full postconversion organic documents; objective outside facts allowed (§ 12:1-951) |
Board adopts/submits and recommends unless conflict/special circumstances or § 1-826 applies, then gives basis; may condition submission on any basis (§ 12:1-952(1)-(3)) |
Each class/series voting group approves by majority of all votes entitled, subject to greater articles/board condition. Unanimous written consent default; articles may allow meeting-minimum consent with 60-day collection and 10-day notices (§§ 12:1-704, 12:1-952(5)) |
Every voting/nonvoting holder gets 10-60 day meeting notice stating conversion purpose with plan copy/summary and future organic documents. Every holder taking owner liability separately signs written consent (§§ 12:1-705, 12:1-952(4), (7)) |
Officer/authorized representative signs Articles of Entity Conversion stating old/new names, LLC form, approval, and embedded/attached LLC public organic document; may combine with destination-law conversion filing. File duplicate in each immovable-property parish within 30 days (§ 12:1-953(A), (D), (F)) |
Louisiana LLC conversion filing $125 since Oct. 1, 2026; general effective time or delay ≤90 days. Plan permits bounded amendment; board abandonment before effect, with filed statement after conversion filing (§§ 12:1-123, -951(B), -956; R.S. 49:222; 2026 Act 921) |
Same entity without interruption; title/property, liabilities, proceedings, organic documents, and reclassified interests continue without transfer/substitution; original organization date retained (§ 12:1-955(A)) |
Separate tax-filing and professional-license statutes expressly apply; foreign LLC remains liable for appraisal payments and subject to Louisiana jurisdiction/process; new owner liability reaches post-effective obligations. No broader tax, license, consent, securities, priority, or qualification promise (§ 12:1-955(B)-(E)) |
| Maine verified 2026-09-06 | Maine Business Corporation Act, 13-C M.R.S. §§ 102(39), 951 to 958; domestic corporation may convert directly into a domestic or foreign LLC, but foreign law must permit and governs a foreign result (§§ 952, 957) |
Direct route to Maine LLC or foreign LLC; LLC is an “unincorporated entity.” No merger substitute is needed under this route, but destination foreign law must authorize it (§§ 102(39), 952(1)-(2)) |
Required plan states LLC type/jurisdiction, terms, share-conversion basis, and full resulting public/private organic documents; external facts allowed. Postapproval amendments cannot alter owner consideration, organic documents beyond comparable restatement changes, or materially harm holders (§ 953) |
Board adopts and submits plan, ordinarily recommends it, explains a conflict/special-circumstance or § 827 nonrecommendation, and may condition submission on any basis. All-holder written consent removes every board resolution (§ 954(1)-(3), (9)) |
Majority of all entitled votes as one group plus majority of all entitled votes in every class/series; board/articles may require more, while articles may lower each group only to majority votes cast at a majority-entitled-vote quorum. § 704 consent applies; all-holder consent, including nonvoters, triggers the special shortcut (§§ 704, 954(5)-(6), (9)) |
Every voting/nonvoting holder gets 10–60 day meeting notice (3–60 for close corporation) stating purpose and carrying plan copy/summary plus resulting organic documents. Less-than-unanimous § 704 consent brings 10-day notices; each holder gaining owner liability separately signs written consent (§§ 704-705, 954(4), (8)-(9)) |
Maine LLC result: officer/authorized-representative Articles of Entity Conversion state old/new names, LLC type, and approval, and contain or attach LLC public organic document; current MBCA-21 directs attachment of signed MLLC-6 Certificate of Formation. Foreign LLC result uses Articles of Charter Surrender (§§ 955-956; 31 M.R.S. §§ 1531, 1676) |
Current forms list $145 MBCA-21, $90 foreign-result MBCA-21B, and $35 postfiling abandonment MBCA-21C. Filing-effective or delayed no later than day 90; board may abandon before effect unless plan says otherwise, with filed statement after filing; ordinary correction relates back except as to adverse reliance (§§ 125-126, 953(2), 958; SOS) |
Maine LLC is same entity without interruption and keeps original organization date; title remains, liabilities remain, proceedings continue, shares convert under plan, and public/private organic documents take effect. New owner liability reaches only post-effect obligations (§ 957(1), (3)) |
Foreign destination law controls foreign-result effect. Pre-July 1, 2003 debt instruments/contracts and governance provisions addressing mergers but not conversion are deemed to address conversion until amended; statute supplies no general tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion (§§ 952(2), (5), 954(7)) |
| Maryland verified 2026-09-06 | Md. Code, Corps. & Ass'ns §§ 3-901 to 3-907; Maryland corporation may convert to a domestic or foreign LLC unless charter says otherwise; route also covers listed other entities (§ 3-901(a)-(b)) |
Direct conversion available to Maryland or foreign LLC; approve under § 3-902 and file articles under § 3-901(b). Separate merger provisions are not treated as a substitute |
No separate plan required; board resolution declares conversion advisable on substantially stated/referenced terms. Articles state share treatment/consideration and any other necessary provision; terms may depend on outside facts (§§ 3-902(c), 3-903(a), (c)(4), (6)) |
Board adopts advisable-resolution and directs annual/special-meeting submission; ordinary board action is majority present with quorum, charter/bylaws may require more. If no stock outstanding/subscribed, majority of entire board approves (§§ 2-408, 3-902(b)-(c)) |
Two-thirds of all votes entitled to be cast, plus charter requirements. Unanimous written/electronic consent always works; class/series minimum-vote consent and common-stock consent use § 2-505(b)'s charter and 10-day notice conditions (§§ 2-505, 3-902(a), (e)) |
Give voting and nonvoting holders conversion-purpose notice under Title 2, ordinarily 10-90 days before meeting; minimum-consent action triggers 10-day postaction notice. No separate new-liability consent in conversion subtitle; destination law governs liability for preconversion obligations (§§ 2-504 to -505, 3-902(d), 3-904(b)(8)) |
File articles of conversion; no separate LLC articles required by corporation-conversion route. State corporation/original filing date, destination name/jurisdiction, approval, share treatment, foreign destination office/MD agent, and necessary terms; officer signs/acknowledges, authorized attestor witnesses, approval facts verified under oath (§§ 1-301, 3-901(b), 3-903(b)-(c)) |
$100 standard processing; ordinary expedited recording adds $50; future effective time capped at 30 days. Before effect, entire-board majority may abandon unless charter/articles say otherwise; prompt Department notice after filing. $25 technical/defective-execution correction cannot change effective date (§§ 1-203, 1-207, 3-903(e), 3-907) |
Same entity; corporation continues as LLC; assets/title vest without deed; licenses/permits/registrations continue; debts/obligations, claims/proceedings, creditor rights/liens continue; ownership interests continue under articles; no dissolution/transfer unless articles say otherwise (§ 3-904(b)) |
Statute preserves listed government licenses/permits/registrations and creditor rights/liens, and subjects owner treatment to appraisal rights. It does not promise tax, private-contract consent, securities, or foreign-qualification results (§§ 3-202, 3-904(b)) |
| Massachusetts verified 2026-09-05 | Massachusetts Business Corporation Act, G.L. c. 156D §§ 9.50-.56, plus c. 156C § 12 for the resulting LLC certificate; ordinary domestic business corporation to a Massachusetts or foreign LLC (§§ 1.40, 9.50) |
Direct entity conversion available without prescribing a substitute merger. Domestic LLC route exists even if its organic law lacks conversion provisions; § 9.55 then governs effect. Foreign LLC route exists only if destination law permits and its law governs effect (§ 9.50) |
Required plan states destination entity type/jurisdiction, terms, share conversion into interests/securities/obligations/rights/cash/property, and full text of resulting public and private organic documents; optional provisions and limited prefiling amendment clause allowed (§ 9.51) |
Board adopts and submits the plan and may condition submission on any basis. Section 9.52 states no conversion-specific recommendation or no-issued-share exception; board may abandon before effect unless plan says otherwise (§§ 9.52, 9.56) |
Section 9.52(5) states two-thirds of all shares entitled generally plus two-thirds of each separate group, subject to greater/additional or permitted lesser governing-record/board rules; amendment-equivalent and article-created groups vote separately. Unanimous written consent always works; articles may authorize minimum-vote consent within 60 days (§§ 7.04, 9.52) |
Meeting notice goes to every holder, voting or not, states plan purpose, and carries plan and resulting organic documents; § 9.52 adds no numeric conversion-specific deadline. Written action gives listed nonvoters/nonconsenters ≥7-day advance notice. Each holder acquiring owner liability separately consents in writing unless asserting appraisal (§§ 7.04(d), 9.52(4),(8), 13.20) |
Domestic: officer/authorized representative executes articles with old/new name, LLC type, approval and LLC public-organic terms/attachment; attach c. 156C certificate stating LLC name, office, agent/consent, managers, filing signers, business, and optional terms. File certified conversion copy in each MA deed-registration district holding corporate realty (§ 9.53; c. 156C § 12) |
Current domestic corporation-to-LLC conversion fee $700; foreign-LLC charter surrender $250. Default approval-for-filing effect or delay ≤90 days. Limited plan amendment before filing; board abandonment before effect, with pre-effect statement after filing; articles of correction for typo/incorrect statement/defective execution (§§ 1.23-.24, 9.51, 9.56; Secretary schedule) |
Domestic LLC is same entity without interruption and keeps original organization date; property remains, liabilities continue, proceedings continue, filings become organic documents, and shares convert under plan. New owner liability reaches only post-effective debts; foreign-route effect follows destination law (§§ 9.50(b), 9.55) |
Preexisting merger-only provisions in articles/bylaws/director-shareholder agreements also apply until amended; domestic conversion preserves creditor rights through continuity but does not promise tax, license, securities, contract-consent, creditor-priority, or foreign-qualification results (§§ 9.52(7), 9.55; scope limits) |
| Michigan verified 2026-09-05 | Michigan Business Corporation Act § 450.1745, paired with LLC Act § 450.4709 for a Michigan LLC; domestic business corporation to domestic or destination-law-permitted foreign LLC |
Direct conversion exists; resulting business organization may be a Michigan LLC or permitted foreign LLC; filing requires destination formation records plus a conversion certificate (§§ 450.1745, 450.4709) |
Plan states both names/types, destination governing statute, addresses, share/class/vote inventory and possible change, share-to-interest/obligation/cash/other consideration, resulting organizational-document terms, and other desired provisions (§ 450.1745(1)(b)) |
Board adopts plan, recommends approval unless statutory exception supports no/negative recommendation with basis communicated, and may condition submission; public-offer merger alternative does not replace conversion approval (§§ 450.1745(1)(b)-(c), 450.1703a(2)) |
Majority of all outstanding shares entitled plus majority of each entitled class/series; board may remove separate class vote on statutory fair-value finding; nonunanimous written consent only if articles authorize and uses meeting minimum, 60-day delivery window; unanimous consent always available (§§ 450.1703a(2)(e), 450.1407, 450.1745(1)(c)) |
10-60 day meeting notice to every record shareholder, voting or nonvoting, with plan/summary and dissent information; prompt nonconsenter notice after nonunanimous written action; no conversion-specific separate consent for newly imposed owner liability (§§ 450.1404, 450.1407, 450.1703a(2)(d), 450.1745) |
File Certificate 554 plus Michigan LLC articles; certificate states entity identities/types/law/addresses, corporation class-and-vote record, share conversion, board/holder or incorporator approval, free-plan right, and assumed names; authorized officer/agent signs, or majority of incorporators on no-business route (§§ 450.1132, 450.1745(1)(d)-(e), 450.4203, 450.4709(1)(d)) |
Current Form 554 minimum: $50 certificate + $50 LLC articles = $100; foreign destination certificate $50; endorsement or later time ≤90 days; § 450.1745/Form 554 state no conversion-specific amendment or abandonment filing; $10 certificate of correction available (§§ 450.1131, 450.1133, 450.2060; Form 554) |
Same entity and original organization date; realty/property/rights stay vested without transfer; liabilities/duties continue; proceeding continues or LLC substituted; shares convert; articles canceled; no windup/dissolution unless plan says otherwise (§§ 450.1745(3), 450.4709(3)) |
Destination organizational law controls; foreign LLC remains subject to Michigan transaction-of-business and process rules; conversion preserves preconversion obligations/liability and choice of law but does not promise tax, license, contract-consent, securities, creditor-priority, or foreign-qualification outcomes (§ 450.1745(1)(a), (3)-(4)) |
| Minnesota verified 2026-09-06 | Minn. Stat. §§ 302A.682-.692 and, for Minnesota LLC result, §§ 322C.1007-.1010; domestic corporation may become another domestic or foreign organization if destination law authorizes and applicable law permits |
Direct statutory route to domestic LLC and qualifying foreign LLC; destination statute and law must authorize. This survey does not prescribe merger as substitute (§ 302A.682, subds. 1, 3; § 322C.1007, subd. 1) |
Required plan names/forms/jurisdictions before and after, states terms and interest conversion into money/resulting interests/other consideration, and includes destination organizational documents (§ 302A.682, subd. 2; § 322C.1007, subd. 2) |
Resolution containing plan approved by majority of directors present, or higher organizational-document threshold, then submitted to shareholders; no separate recommendation/explanation or conditioning rule (§ 302A.684, subd. 2) |
Majority of voting power of all entitled shares; class/series votes unless articles/control agreement governs. Unanimous written/electronic action works; private-company articles may permit meeting-threshold consent, never below majority, with 5-day notice. No no-issued-share exception stated (§§ 302A.441, 302A.684, subd. 3) |
Every voting and nonvoting shareholder gets written 14-60 day meeting notice stating conversion purpose with plan copy/short description. Each holder taking personal liability must consent unless a preexisting valid control agreement meets three safeguards (§§ 302A.441, subd. 3, 302A.684, subd. 2, 302A.692) |
Signed articles of conversion reconcile source and destination requirements: plan, conversion/result name-form-jurisdiction/time/approval statements, and Minnesota LLC articles. Authorized chapter/articles/bylaws/board/shareholder signer; facsimile/e-signature allowed (§§ 302A.011, subd. 30, 302A.686, subd. 1(1), 322C.1009, subd. 1(2)) |
Current conversion-to-322C schedule: $60 mail/$80 in person; § 302A.686 still says $35, while § 322C.1009 says $60. Domestic LLC effect on filing or stated later date/time, no maximum stated. Before delivery, amend/abandon per plan or same approval; no conversion-specific postfiling withdrawal/correction (§§ 302A.684, subd. 4, 302A.686, 322C.1009) |
Same entity; property and contracts remain vested without assignment; debts/liabilities continue; proceedings continue; rights/powers/purposes remain; corporation is not dissolved (§ 302A.691, subds. 1-2) |
Conversion preserves debts and Minnesota jurisdiction/process for qualifying foreign result and triggers dissenters' rights when effective. Statutes do not promise tax, license, third-party consent, securities, creditor-priority, or foreign-qualification results (§§ 302A.471, subd. 1(e), 302A.691, subd. 3) |
| Mississippi verified 2026-09-06 | Mississippi Entity Conversion and Domestication Act, Miss. Code §§ 79-37-101 to -119 and -401 to -406; ordinary domestic corporation may become a domestic LLC, or a foreign LLC with destination authorization plus Article 5 compliance (§ 79-37-401) |
Direct conversion available; charitable organizations excluded. Foreign LLC result additionally requires destination-law authorization and Mississippi Article 5 domestication compliance. No merger/dissolution/asset-transfer substitute prescribed (§§ 79-37-401, -106) |
Plan in a record states entity names/types/jurisdiction, share-conversion consideration, resulting public record and full recorded private rules, terms, and other required provisions; external facts permitted (§§ 79-37-402, -107) |
Organic-rule conversion method controls first; otherwise business-corporation merger approval is imported: board adopts, ordinarily recommends, may explain conflict/special-circumstance nonrecommendation, and may condition submission (§§ 79-37-403, 79-4-11.04(a)-(c)) |
Imported merger default: majority-entitled-vote quorum and more votes for than against; each converted class/series votes separately. Written consent is unanimous unless articles allow the meeting minimum; no express no-issued-share exception (§§ 79-4-7.04, -7.25, -11.04(e)-(f); 79-37-403) |
Meeting: every holder gets 10-60 days' plan-purpose notice with plan and resulting documents. Less-than-unanimous consent: nonvoters and nonconsenters get same materials ≤10 days after action. Each holder gaining interest-holder liability approves in a record (§§ 79-4-7.04 to -7.05, -11.04(d); 79-37-403(a)(2)) |
Officer/director-signed Statement of Conversion identifies both entities/jurisdictions/types, approval, effective time, and attaches the unsigned LLC Certificate of Formation; certificate states LLC name, agent information, and optional dissolution date (§§ 79-37-111, -405; 79-29-201) |
Current fees: $50 conversion + $50 LLC formation. Filing-effective or delay ≤90 days; material amendments preserve affected-holder approval, and plan-based or same-method abandonment may occur before effect with postfiling statement. Correction allowed within 120 days, subject to reliance (§§ 79-37-404 to -405, -114; SOS) |
Same entity without interruption; property continues without transfer/impairment, debts/liabilities continue, proceedings continue with name substitution, governing records and share conversion take effect, and no winding up/dissolution occurs (§ 79-37-406) |
Other law remains applicable; protected pre-2015 merger clauses reach conversion, and foreign-result law/process rules still apply. Continuity does not promise tax treatment, license/contract consent or continuity, securities compliance, creditor priority, or qualification (§§ 79-37-103, -401(d), -406) |
| Missouri verified 2026-09-06 | Mo. Rev. Stat. § 351.409 governs a Missouri business corporation's direct conversion to a Missouri or foreign LLC; nonprofit conversion is excluded (§ 351.409(1), (3), (10)) |
Direct statutory conversion is available to an LLC organized under Missouri or another jurisdiction; this survey does not treat the separate merger provisions as a substitute (§ 351.409(1), (3)) |
No separate statutory plan is prescribed; the board resolution must approve conversion and specify the destination entity type. Shares may become cash, property, rights, securities, destination or third-entity interests, or be cancelled (§ 351.409(2), (7)) |
Board adopts a resolution approving conversion, specifies the destination entity type, recommends shareholder approval, and submits it at an annual or special meeting; no express conditioning rule (§ 351.409(2)) |
Every outstanding share, voting and nonvoting, must approve; no-issued-share corporation needs no shareholder vote. General written-consent statute permits meeting action when all shareholders entitled to vote sign (§§ 351.409(2), (9), 351.273) |
Mail every voting and nonvoting holder notice of meeting time and purpose at the record address at least 20 days before the meeting; no separate new-liability consent appears, but all outstanding shares must approve (§ 351.409(2)) |
Corporation files officer-signed certificate naming corporation (and original name if changed), original-articles date, destination name/jurisdiction, approval, Missouri process consent/Secretary appointment, and mailing address. Missouri LLC articles are a separate formation filing (§§ 351.409(3), 351.046(6)-(7), 347.037-.039) |
Statutory bases: $50 conversion certificate; Missouri LLC articles $45 online/$100 otherwise; each chapter authorizes an additional $5 through Dec. 31, 2026. Up to 90-day delayed date; $5 correction routes; no conversion-specific abandonment filing (§§ 351.048-.049, 351.127, 351.658(16), 347.055, 347.179, 347.740) |
Same entity for Missouri law; rights, powers, property, title, debts due, and causes of action stay vested; creditor rights/liens and debts/liabilities/duties remain; no winding up or dissolution unless resolution says otherwise; shares convert as authorized (§ 351.409(5)-(8)) |
Preconversion obligations, personal liability, and choice of law are unaffected; creditor rights and liens remain. Statute makes no tax, license, contract-consent, securities, or foreign-qualification promise (§ 351.409(5), (8)) |
| Montana verified 2026-09-06 | Montana Business Corporation Act, Mont. Code Ann. §§ 35-14-140, -901, and -930 to -935; LLC is an eligible unincorporated filing entity. Domestic corporation may become Montana or qualifying foreign LLC (§§ 35-14-140(14), (19), (55), -930(1)) |
Direct route to domestic or foreign LLC; foreign organic law must permit. Conversion does not wind up, dissolve, or terminate the corporation, so no substitute merger or asset-transfer route is prescribed (§§ 35-14-930(1), -935(5)) |
Written plan states converting name; LLC name/type/jurisdiction; share-to-interest, securities, obligation, rights, cash/property mechanics; other terms; and full resulting organic rules. Objective external facts allowed; material postapproval amendments return to affected holders (§§ 35-14-931, -934(1)) |
Board first adopts, submits, and ordinarily recommends plan; conflict, special circumstances, or § 35-14-826 may displace recommendation but require the basis. Board may condition shareholder approval or effectiveness (§ 35-14-932(1)-(3)) |
Default majority of all entitled votes plus each separately entitled class/series group; articles or board may set more or less, but quorum stays at least majority entitled and votes for must exceed votes against. Consent defaults unanimous voting holders; articles may permit meeting-equivalent minimum, collected within 60 days (§§ 35-14-704, -725, -932(5)) |
Every voting/nonvoting holder gets 10–60 day meeting notice stating conversion purpose with plan copy/summary and resulting written organic rules. Less-than-unanimous consent brings 10-day notice to nonvoters/nonconsenters; each holder gaining interest-holder liability separately signs written consent (§§ 35-14-704 to -705, -932(4), (6)) |
Electronically file converting-entity-signed Articles of Conversion naming both entities/types/jurisdictions and reciting approval; attach Montana LLC Articles of Organization, which need not be separately signed and state name, term status, principal mailing address, agent, management, initial managers/members, and liability election. Combined filing allowed (§§ 35-14-120, -933; 35-8-202) |
SOS schedule does not separately price conversion; it lists $35 LLC Articles of Organization, $15 corporation other statements/reports, and $15 correction, without establishing a combined total. Effect on filing/stated time or delay ≤90 days; protected plan amendments, pre-effect abandonment, postdelivery abandonment articles, and relation-back correction apply (§§ 35-14-123 to -124, -934; SOS) |
Same entity without interruption and original organization date; property and contract rights remain without transfer/impairment, debts remain, name substitution in proceedings is optional, organic rules take effect, and shares reclassify. No winding up/dissolution; new interest-holder liability generally reaches only post-effect obligations (§ 35-14-935(1), (3), (5)) |
Foreign-result effect waits for destination organic law; protected pre-enactment merger provisions reach conversion until first later amendment. Statute supplies no general tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion; appraisal is separately governed and may be limited (§§ 35-14-901(7), -930(4), -933(4), -1302) |
| Nebraska verified 2026-09-06 | Nebraska Model Business Corporation Act §§ 21-2,143 to -2,149 plus Nebraska Uniform LLC Act §§ 21-170, -175 to -178; domestic corporation may convert directly into a Nebraska or foreign LLC, subject to foreign law (§ 21-2,143(a)-(b)) |
Direct entity-conversion route available to domestic or foreign unincorporated entity; pre-2017 debt/contract merger clauses also reach conversion. No substitute merger/dissolution/asset-transfer prescription (§ 21-2,143(a)-(b), (e)) |
Plan states resulting entity type and foreign jurisdiction, terms, share conversion/consideration, and full resulting public and private organic documents; outside facts allowed. Material postapproval changes limited (§§ 21-2,144, 21-203(k)) |
Board adopts, submits, and ordinarily recommends; conflict, special circumstances, or § 21-2,101 permit explained nonrecommendation. Board may condition submission on any basis (§ 21-2,145(1)-(3)) |
Every class/series votes separately; each has majority-entitled-vote quorum and more votes for than against unless articles/board require more. Consent defaults unanimous; articles may allow meeting-equivalent threshold. No express no-issued-share exception (§§ 21-256, -267, 21-2,145(5)) |
Meeting notice to every holder states conversion purpose and carries plan plus resulting organic documents; consent notice to nonvoters/nonconsenters within 10 days. Each holder gaining owner liability separately consents in writing; collateral security-interest holders receive post-effect notice within 10 business days (§§ 21-256, 21-2,145(4), (7), -2,146(d)) |
Domestic result: officer/authorized-representative Articles of Entity Conversion state names/type/approval and contain or attach LLC Certificate of Organization; combined corporation/LLC conversion filing permitted. Foreign result uses Articles of Charter Surrender with name, approval, jurisdiction and nonfiling-office address (§§ 21-2,146 to -2,147; 21-177) |
SOS lists $30 conversion articles, $110 written/$100 electronic LLC certificate, and $30 written/$25 electronic publication proof, without a consolidated combined-filing total. Filing-effective or delay ≤90 days; board abandonment before effect unless plan says otherwise, postfiling statement; articles correction relates back except adverse reliance (§§ 21-205 to -207, 21-2,149; SOS) |
Same entity without interruption and original organization date; real/personal property remains without impairment, liabilities remain, proceedings continue, governing documents take effect, and shares convert. No winding up/dissolution (§§ 21-2,148; 21-178) |
Foreign destination must permit conversion; appraisal and owner-liability rules remain transaction-specific. Continuity does not promise tax treatment, license/contract consent or continuity, securities compliance, creditor priority, or foreign qualification (§§ 21-2,143(b), -2,145(7), -2,148) |
| Nevada verified 2026-09-06 | NRS ch. 92A, with chs. 78 and 86; ordinary domestic corporation may convert directly into a Nevada LLC or a foreign LLC whose law permits the conversion (§§ 92A.045, .105, .195) |
Direct statutory route available; domestic LLC expressly qualifies as a different entity type, while a foreign result must comply with destination law. No merger, dissolution, or asset-transfer substitute is prescribed (§§ 92A.045, .105, .195) |
Written plan states both names and governing jurisdictions, terms and conditions, share conversion/cancellation basis, and full resulting LLC articles; other terms optional. Operating agreement is not an express required plan attachment (§ 92A.105) |
Board adopts and ordinarily recommends; conflict or special board-composition circumstances permit explained nonrecommendation. Board may condition submission; limited nonadverse amendment may be preauthorized (§ 92A.120(1)-(3), (9)) |
Majority of total stockholder voting power; statute, articles, class/series resolution, or board condition may require more or class votes. Written consent generally uses the same voting power; no express no-issued-share exception (§§ 78.320, 92A.120(5), (7)) |
Meeting: every holder gets plan-purpose notice and plan/copy summary; voting holders get 10-60 days. Consent: no general meeting notice, but dissent-right holders get written postaction notice. Any officer, director, or holder gaining owner liability also approves; new owner liability requires plan-connected consent (§§ 78.320, .370; 92A.120(4), (8), .260, .410) |
Officer-signed Articles of Conversion state constituent/result names and jurisdictions and compliant plan adoption; Nevada LLC result simultaneously files Articles of Organization and registered-agent information. Omitted plan stays at resulting entity and is supplied free on request (§§ 92A.205, .220, .230; 86.161) |
$350 conversion articles + $75 LLC articles; $150 initial list separately due with articles unless an alternative date is selected. Filing-effective or delay ≤90 days; plan/board abandonment before filing, plan-based termination filing after filing; resulting LLC may correct covered records for $175 (§§ 92A.170, .175, .210, .240; 86.022, .263, .561, .568) |
Continued entity existence; realty and other property vest without impairment, liabilities continue, proceedings continue or substitute the LLC, and shares convert. No winding up or dissolution; preconversion owner liability remains and new liability requires consent (§§ 92A.250-.260) |
Foreign-destination law must permit and govern the result; a resulting foreign entity appoints the Secretary of State for Nevada-obligation process. Conversion continuity does not itself promise tax treatment, contract/license continuity or consent, securities compliance, creditor priority, or foreign qualification (§§ 92A.195, .250) |
| New Hampshire verified 2026-09-06 | New Hampshire Business Corporation Act RSA 293-A:9.50 to :9.56 plus LLC Certificate RSA 304-C:31; domestic corporation may convert directly into New Hampshire or authorized foreign LLC (RSA 293-A:9.50(a)-(b)) |
Direct domestic/foreign unincorporated-entity route; foreign law must permit conversion. Pre-2014 debt/contract merger terms also reach conversion until amended; no substitute merger/dissolution/asset-transfer prescription (RSA 293-A:9.50(a)-(b), (e)) |
Plan states resulting type/foreign jurisdiction, terms, share conversion/consideration, and full resulting organic documents; outside facts and limited prefiling amendment clause allowed (RSA 293-A:9.51) |
Board adopts, submits and ordinarily recommends; conflict, special circumstances or RSA 293-A:8.26 permit explained nonrecommendation. Board may condition submission; all-holder written approval eliminates board action (RSA 293-A:9.52(a)(1)-(3), (8)) |
Each separately entitled voting group: majority of all votes entitled; articles/board may require more. Written consent follows RSA 293-A:7.04; consent by every voting and nonvoting holder removes board, notice and appraisal. No express no-issued-share exception (RSA 293-A:9.52(a)(5), (8)) |
Meeting notice to every holder states conversion purpose and includes plan/summary plus resulting organic documents. Each nondissenting holder gaining owner liability separately consents in writing; all-holder consent shortcut eliminates notice (RSA 293-A:9.52(a)(4), (7)-(8)) |
Domestic result: officer/authorized-representative Articles state old/new names, resulting type, approval, and contain/attach LLC Certificate; corporation/LLC filings may combine. Foreign result: Articles of Charter Surrender state name, purpose, approval, jurisdiction, and nonfiling-office address (RSA 293-A:9.53-.54; RSA 304-C:31) |
$35 entity-conversion articles + $100 LLC certificate = $135 base; electronic collection adds $2. Filing-effective or delay ≤90 days; board may abandon before effect unless plan says otherwise, with postfiling statement. Correction within 1 year relates back except adverse reliance (RSA 293-A:1.22-.24, :9.56; SOS) |
Domestic LLC result: same entity without interruption and original organization date; property remains without impairment, liabilities remain, proceedings continue, governing documents take effect, and shares convert (RSA 293-A:9.55(a)) |
Foreign result follows foreign effect law and appoints Secretary of State/payments for appraisal. Continuity does not promise tax treatment, license/private-contract consent, securities compliance, creditor priority, or qualification (RSA 293-A:9.50(b), :9.55(b)-(c)) |
| New Jersey verified 2026-09-05 | N.J. Business Corporation Act § 14A:11A-2 (effective Nov. 4, 2023), paired with Revised Uniform LLC Act §§ 42:2C-18, -20, -22, -78, -80, and -81 for a New Jersey LLC; domestic corporation to domestic or foreign LLC |
Direct route exists; corporation may become any 'other entity,' including an LLC; domestic LLC law independently requires other-organization authority and compliance (§ 14A:11A-2(1)-(2); § 42:2C-78(a)) |
Board resolution approves a plan and specifies destination type; New Jersey LLC plan must be a record naming/forming both entities and stating terms, interest conversion/consideration, and resulting organizational documents (§ 14A:11A-2(3); § 42:2C-78(b)) |
Board adopts resolution approving plan and directs a shareholder meeting; no statutory recommendation, no-recommendation explanation, or condition-setting procedure in § 14A:11A-2 |
All outstanding shares must approve, voting and nonvoting; no lesser class/series threshold; if no shares issued before board resolution, no shareholder vote; unanimous written consent may replace meeting under § 14A:5-6 |
20-60 day written meeting notice to every record holder, voting or nonvoting; all outstanding shares approve, so statute adds no separate new-liability consent (§ 14A:11A-2(3)); unanimous written-consent route records all approvals (§ 14A:5-6) |
Domestic: file conversion certificate with corporation/current-or-new name, ≤90-day effect and adoption recital, plus organizer-signed LLC certificate stating LLC name, registered office/agent, prior name/form/jurisdiction, and approval; foreign: certificate adds origin date/name, destination name/jurisdiction, approval and process terms (§ 14A:11A-2(4)-(5); §§ 42:2C-18, -20, -80) |
Conversion certificate $75; Treasury posts $100 for LLC formation ($175 components) while § 42:2C-93 still says $125 ($200 components); foreign conversion certificate $75; later effect ≤90 days; no conversion-specific amendment/abandonment procedure; corporation and LLC correction provisions apply (§§ 14A:1-6, 14A:15-2(8), 42:2C-22 to -23, 42:2C-93) |
Same entity; rights/powers/property/debts due remain vested; creditor rights/liens preserved; debts/liabilities/duties remain; shares convert/cancel; no windup/dissolution unless plan; LLC law also continues proceedings and plan terms (§ 14A:11A-2(7)-(10); § 42:2C-81) |
Foreign LLC must comply with foreign-entity rules if transacting in NJ and appoints filing office for preconversion process; current statutes preserve creditors but do not promise tax, licensing, contract-consent, securities, creditor-priority, or foreign-qualification results (§ 14A:11A-2(5)-(10)) |
| New Mexico verified 2026-09-06 | New Mexico LLC Act §§ 53-19-59 to -61; ordinary New Mexico corporation may convert directly into a New Mexico LLC. “Corporation” also includes a foreign corporation, but no domestic-corporation-to-foreign-LLC route is stated (§§ 53-19-59 to -60) |
Direct domestic-LLC route available; the section requires New Mexico LLC Articles of Organization and does not authorize a foreign LLC result. No merger, dissolution, or asset-transfer substitute prescribed (§ 53-19-60) |
Agreement states terms and conditions for converting owners' interests into LLC interests, cash, other consideration, or a combination. No express entity-name, destination-jurisdiction, LLC-articles, or operating-agreement term required in the agreement itself (§ 53-19-60(C)) |
Conversion-specific statute states no board proposal, adoption, recommendation, conditioning, or conflict rule. A governing internal writing specifically concerning conversions may set the approval method; otherwise all shareholders approve (§ 53-19-60(B)) |
Governing conversion provision controls; absent one, all shareholders approve, with no separate class/series or no-issued-share exception stated. General no-meeting action requires written unanimous consent (§§ 53-19-60(B), 53-18-8) |
No conversion-specific notice or separate new-liability consent rule. If a meeting is used, voting holders get 10-50 days' written purpose notice; default approval already reaches all shareholders. Written unanimity has no separate notice step (§§ 53-11-29, 53-18-8; 53-19-60(B)) |
Corporation files LLC Articles of Organization plus statements of former form/name, votes for/against and required threshold if nonunanimous, and corporate-certificate cancellation. Articles state name, agent/office, different principal address, nonperpetual term, manager status, and single-member authority; separate agent acceptance (§§ 53-19-8 to -9, -60(D)) |
Statute lists $50 for original LLC articles and $100 for articles of conversion but does not state the combined charge for § 53-19-60's articles-plus-statement filing. Filing-effective or any stated later date; no maximum, amendment, abandonment, withdrawal, or correction procedure stated (§§ 53-19-10, -60(F), -63) |
Same entity for all purposes; property remains vested, debts/liabilities/obligations continue, proceedings continue, rights/powers remain unless other law prohibits, and owners continue unless agreement says otherwise (§ 53-19-61) |
Domestic-LLC route only; filing cancels corporate certificate at effect. Continuity does not itself promise tax treatment, contract/license consent or continuity, securities compliance, creditor priority, appraisal rights, or foreign qualification (§§ 53-19-60(E), -61) |
| New York verified 2026-09-05 | No corporation-to-LLC route in complete current Business Corporation Law index; LLC Law § 1006 reaches partnership/limited partnership only |
No direct statutory route found for domestic business corporation → domestic or foreign LLC; this survey does not prescribe a merger, dissolution, or asset-transfer substitute (BCL complete index; LLC Law § 1006) |
Not applicable to a direct corporation-to-LLC conversion; § 1006's conversion agreement belongs only to partnerships and limited partnerships |
Not applicable; current BCL contains no direct corporation-to-LLC conversion procedure |
Not applicable; current BCL contains no direct corporation-to-LLC conversion vote or consent rule |
Not applicable; current BCL contains no direct conversion notice or new-liability-consent procedure |
No corporation-to-LLC conversion certificate authorized; LLC Law § 1006's certificate is expressly for a partnership or limited partnership |
Not applicable to a direct corporation-to-LLC conversion; no authorized filing means no direct-route fee, delayed date, abandonment, or correction rule |
Not applicable; no corporation-to-LLC same-entity continuity rule appears in the surveyed current statutes |
No direct-route answer; do not infer that another transaction preserves tax, licenses, contracts, creditor rights, securities compliance, or qualification |
| North Carolina verified 2026-09-05 | N.C. Business Corporation Act, Ch. 55 Art. 11A Pt. 2, especially §§ 55-11A-10 to -13, paired with LLC Act §§ 57D-2-20 to -21 and 57D-9-20 to -22; domestic business corporation to NC or permitted foreign LLC |
Direct route exists; destination law must permit the conversion; North Carolina LLC route uses combined formation/conversion articles, while foreign LLC route uses separate articles of conversion (§§ 55-11A-10, -12; §§ 57D-9-20, -22) |
Written plan states converting name; resulting name, type, and jurisdiction; terms/conditions; and share conversion into interests, obligations, securities, cash, or property; optional provisions and objectively ascertainable outside facts allowed; no operating-agreement text required (§ 55-11A-11(a)-(a2)) |
Board submits and recommends approval unless conflict/special circumstances or § 55-8-26 supports no recommendation, with reasons communicated; board may condition submission; § 55-11A-11 states no separate board-adoption vote |
Majority of all votes entitled in each required voting group; governing law/articles/shareholder-adopted bylaws/board condition may require more; amendment-triggered group vote except all-cash group; private-corporation written consent uses meeting minimum when articles permit/default rules allow, with 60-day aggregation (§§ 55-7-04, 55-11A-11(e)-(f)) |
Every voting and nonvoting shareholder receives 10-60 day meeting notice with purpose and plan; nonconsenting holders receive 10-day advance notice for conversion by written consent and qualifying nonsigners get notice within 10 days after action; each holder gaining personal liability separately votes yes or consents in writing (§§ 55-7-04(d)-(e), -7-05, -11A-11(d)-(e)) |
NC LLC: Form L-01A combines articles of organization and conversion; includes converting name/type/jurisdiction, purpose, resulting name, mailing addresses, approval recital, LLC name, executors/capacities, agent/office, and principal office if any; all listed member/organizer executors sign (§§ 55-11A-12(b), 57D-2-21, 57D-9-22) |
Current L-01A fee $125; BE-16 foreign articles $50; filing or delayed date/time ≤90 days; plan-specified amendment, plan/board abandonment before effect, filed-articles withdrawal by amendment, and general articles of correction apply (§§ 55-11A-11(g), -12(c), 55D-13 to -14) |
Corporation continues as resulting LLC; realty/other property and liabilities continue without impairment; proceedings continue; shares convert under plan/appraisal rights; preconversion shareholder liability status preserved; no dissolution/termination (§ 55-11A-13(a)) |
County certificate registration is required for property vesting to be effective against lien creditors/value purchasers; foreign destination carries NC process-agent rules; no tax, license, contract-consent, securities, creditor-priority, or foreign-authority promise (§§ 47-18.1, 55-11A-13(b)) |
| North Dakota verified 2026-09-06 | N.D.C.C. §§ 10-19.1-104.1 to -104.6 plus LLC §§ 10-32.1-20, -92; domestic corporation may convert directly into domestic or foreign LLC if destination governing statute authorizes, permits, and is followed. General partnership is expressly excluded (§ 10-19.1-104.1) |
Direct North Dakota or qualifying foreign LLC route; no substitute merger/dissolution/asset-transfer prescription. Foreign law must authorize and permit conversion; general-partnership destination unavailable (§ 10-19.1-104.1(1)) |
Required plan in a record states both names/forms, terms, owner-interest conversion into interests/money/property, and resulting LLC organizational records—articles, operating agreement/bylaws, and member-control agreement—plus desired provisions (§§ 10-19.1-104.1(2)(i), -104.2) |
Board act approves resolution containing plan; shareholder act follows. Section states no board recommendation, recommendation exception, or free-standing conditioning power. Plan amendments follow same two acts and remain subject to contract rights (§ 10-19.1-104.3(1)(a)) |
Meeting default is greater of majority voting power present or majority of minimum quorum; each class/series votes separately. Written action defaults unanimous; articles unanimously adopted to allow less may use meeting-equivalent voting power, never below majority of all entitled power, with 5-day notice (§§ 10-19.1-74 to -76, -104.3) |
Every voting/nonvoting holder receives written meeting notice 14–50 days before, stating purpose and carrying plan/amendment copy or short description; written action carries same material. No separate consent to new LLC owner liability stated (§ 10-19.1-104.3(1)(b)) |
Signed Articles of Conversion state both names/forms, destination jurisdiction, approvals, plan without organization records, and attach originating record. Domestic result also files LLC Articles of Organization and receives conversion/creation certificates; foreign result transacting in North Dakota adds authority application. LLC articles state name, agent, principal executive office, and organizers (§§ 10-19.1-104.4; 10-32.1-20) |
Domestic base $50 conversion + $135 LLC creation = $185; abandonment $50. Conversion effective when both filings complete or later date in conversion articles; LLC record caps delayed organization at 90 days. Before filing, board may abandon preapproval; postapproval needs shareholder act or plan conditions. After filing, file abandonment articles (§§ 10-19.1-104.5 to -104.6, -147; 10-32.1-20, -92) |
Same entity; property, debts/obligations, proceedings, rights/powers, and plan terms continue, while ownership interests convert into LLC interests, money, or property. LLC takes destination-law duties/liabilities; dissent rights may apply (§ 10-19.1-104.6(2)-(3)) |
Foreign destination must satisfy its law; foreign result doing business in North Dakota files authority application, otherwise consents to local obligation jurisdiction and Secretary service. No general tax, license, securities, creditor-priority, or contract-consent conclusion; plan amendment subject to contract rights (§§ 10-19.1-104.1, -104.3, -104.4(2)(b), -104.6(4)-(5)) |
| Oklahoma verified 2026-10-06 | 18 O.S. §§ 1090.5 and 2054.1; ordinary Oklahoma corporation may convert directly to domestic or foreign LLC, including public-benefit LLC. Domestic-result filing also follows the LLC Act (§§ 1090.5(A), 2054.1(A)-(B)) |
Direct statutory route to Oklahoma or foreign LLC; no merger, winding up, liability payment, or asset distribution ordinarily required. Charitable-status-impairing conversion excluded (§§ 1090.5(F), (J); 2054.1(G), (K)) |
No separate plan required through Oct. 31, 2026; board resolution specifies destination entity type, and LLC articles receive the same approval. Shares may become LLC/other interests, cash, property, rights, securities, or be canceled (§§ 1090.5(B), (G); 2054.1(H)-(I)) |
Board adopts resolution approving conversion, specifies destination entity type, recommends shareholder approval, and submits it at annual/special meeting. No current special no-recommendation, conditioning, or prefiling-abandonment rule stated (§ 1090.5(B)) |
Majority of all outstanding shares entitled to vote; no separate class/series vote stated. No vote if no shares issued before board resolution. Unless certificate bars it, meeting-minimum written/electronic consent within 60 days is available (§§ 1073(A), (C); 1090.5(B), (I)) |
Mail every voting/nonvoting holder time and purpose notice ≥20 days before meeting; prompt notice follows less-than-unanimous consent. No separate LLC-result new-liability consent stated; preconversion personal liability remains (§§ 1073(E); 1090.5(B), (E)) |
Domestic LLC: file corporation-executed Articles of Conversion stating first-formation date, before/after identity and LLC name, with attached authorized-person-signed LLC Articles naming LLC, duration, principal street address, and agent/name/address. Foreign LLC: corporation-executed certificate adds approval, effect, process, mailing, and formation-filing facts (§§ 1007(A)-(C); 1090.5(C); 2005-2006; 2054.1(B)-(C)) |
Domestic-result statutory fees $200 total: $100 conversion articles + $100 original LLC articles; foreign-result Oklahoma certificate $25. Filing-effective or specified date/time through day 90. A future-effective filing may be terminated/amended before effect; Title 18 correction certificate available (§§ 1007(D), (F); 1142(A)(1); 2007(B)-(C); 2054.1(C)(4); 2055(1), (3)) |
Same entity; no dissolution. Rights, powers, property/title, debts due, causes of action, creditor rights/liens, debts/liabilities/duties remain; interests convert as authorized. Preconversion obligations and personal liability persist (§§ 1090.5(E)-(H); 2054.1(D)-(I)) |
Foreign result gives Oklahoma process consent/address and formation-filing facts; creditor rights and preconversion choice of law preserved. No tax, license, private-consent, securities, foreign-qualification, or transaction-validity guarantee (§ 1090.5(C), (E), (H)) |
| Oregon verified 2026-09-06 | ORS 60.470-.478; Oregon corporation may become another Oregon business entity, including LLC, or a foreign LLC when destination law permits and its requirements are met (§ 60.472(1)-(2)) |
Direct route to Oregon or foreign LLC; merger rules supply approval procedure only, not a substitute transaction (§§ 60.472, 60.474(1)(a)) |
Plan states before/after names/types, material terms, conversion of interests into resulting/other interests or obligations, cash/property, and any destination organizational-document information; other terms allowed (§ 60.472(3)-(4)) |
Imported merger route: board adopts, resolves to submit, and may condition submission on any basis; no recommendation or no-recommendation explanation rule (§§ 60.474(1), 60.487(1)-(3)) |
Each separately entitled voting group ordinarily approves by majority of all votes entitled; greater chapter/articles/board condition controls. Unanimous written consent default; articles may authorize meeting-minimum consent with notices (§§ 60.211, 60.487(5)-(6)) |
Every voting/nonvoting holder receives 10-60 day meeting notice stating conversion purpose with plan copy/summary; consent route gives nonvoters advance or prompt notice. No separate new-liability consent; pre/post liability follows applicable law (§§ 60.211, 60.214, 60.478(1)(f)) |
File Articles of Conversion naming before/after entity types/names plus plan, or declaration giving plan-office address and promising owners free copies. Plan carries destination organic-record requirements; no separate LLC filing prescribed (§§ 60.472(3)(e), 60.476(1)) |
Current domestic-result conversion fee $100; effect is later of filed-record time and destination law, with delay capped at day 90. Before articles, plan/board route may abandon without shareholder action; articles correction fixes incorrect/defective filing (§§ 60.011, .014, .474(2), .476(2), .487(9); SOS schedule) |
Entity continues; property/title vest without reversion; contractual, tort, statutory, and administrative obligations continue; proceedings continue or substitute LLC; interests convert under plan (§ 60.478(1)(a)-(e)) |
Foreign result must apply for Oregon authority if continuing in-state business; shareholders retain dissent rights; assumed-name registration ordinarily continues. No tax, license, private-consent, securities, creditor-priority, or qualification guarantee (§§ 60.472(2)(d)-(e), 60.478(1)(h), (2)(a)) |
| Pennsylvania verified 2026-09-05 | Entity Transactions Law, 15 Pa.C.S. ch. 3, especially §§ 351-356; a domestic business corporation may become a domestic LLC or a foreign LLC whose jurisdiction authorizes conversion |
Direct statutory route exists; destination may be a Pennsylvania LLC or authorized foreign LLC; the transaction is not recharacterized merely because another route could reach the same result (§§ 315, 351) |
Record-form plan states both entities, destination jurisdiction/type, share cancellation or conversion and consideration, resulting LLC certificate, full record-form operating agreement, special treatment, conditions, and other required terms (§ 352) |
Board adopts a resolution approving the plan and directs shareholder submission; no statutory favorable-recommendation requirement; a record-form submission agreement can keep the vote alive after the board deems the plan inadvisable (§§ 320, 321(a)) |
Majority of votes cast by entitled holders plus majority of votes cast in each required class vote; unanimous record-form consent unless bylaws allow the meeting-minimum route, which carries a 10-day notice/effectiveness delay; no conversion-specific no-issued-share exception (§§ 321(c), 330, 1757, 1766) |
Every record holder, voting or nonvoting, receives plan/summary and organic-rule information; voting-holder meeting notice is at least 10 days; each newly liable holder separately approves in record form unless the recorded organic-rule exception applies (§§ 321(b), 353(a)(3), 1704(b), 1766(c)) |
Converting corporation signs/files statement of conversion identifying both associations, origin date/law, offices, effective time, and approval; attach the Pennsylvania LLC certificate stating name and registered office, without a separate signature (§§ 355, 8821) |
$70 conversion-statement fee; attached LLC certificate is a $125 formation item; filing or specified later date/time with no stated maximum; plan amendment, pre-effectiveness abandonment, filed-record abandonment, and correction routes apply (§§ 136, 138, 141, 153, 354) |
Same entity without interruption and retains original start date except for tax; property, debts, rights, liens, and proceedings continue; interests convert under the plan; no liquidation/dissolution; new holder liability reaches only post-conversion debts (§ 356) |
No tax-free, license, contract-consent, securities, or foreign-qualification promise; existing Commonwealth taxes remain liabilities/liens; regulatory approvals still apply; conversion to a nonregistered foreign LLC generally requires tax clearances unless it registers simultaneously (§§ 314, 139, 351, 356) |
| Rhode Island verified 2026-09-06 | Current R.I. Gen. Laws §§ 7-1.2-1008 and 7-16-5.1 to -8 govern an ordinary Rhode Island corporation becoming a domestic or foreign LLC. Current Chapter 7-16 remains through 2027; 2026 P.L. ch. 247 replaces it Jan. 1, 2028 |
Direct statutory route to Rhode Island or foreign LLC; § 7-1.2-1008(a) authorizes conversion to “a limited liability company” and does not prescribe a substitute merger. Domestic result also follows § 7-16-5.1; no winding up or dissolution by default (§§ 7-1.2-1008(f), 7-16-5.1(g)) |
No separate statutory plan. Board adopts a resolution approving conversion and specifying resulting entity type; shares may become or be exchanged for/cancelled into interests, securities, rights, cash, or property. Domestic LLC agreement is approved by same authorization as conversion (§§ 7-1.2-1008(b), (g); 7-16-5.1(h)-(i)) |
Board adopts approval resolution, specifies resulting type, recommends conversion, and submits it to annual/special meeting; general written consent may replace meeting but not board resolution. Current sections state no board-conditioning or postapproval abandonment rule (§§ 7-1.2-707, 7-1.2-1008(b)) |
Every outstanding share, voting or nonvoting, approves; no separate additional class threshold because unanimity reaches all shares. § 7-1.2-707 permits written consent, but the conversion threshold still requires every outstanding share. No-holder vote if no shares issued before board resolution (§§ 7-1.2-707, 7-1.2-1008(b), (i)) |
Meeting notice mailed to every holder at record address at least 20 days before meeting, stating time and purpose; no upper bound stated. Unanimous written consent may replace meeting. No separate consent to new owner liability is stated; preconversion personal liability remains unaffected (§§ 7-1.2-707, 7-1.2-1008(b), (e)) |
Domestic result files certificate plus signed LLC Articles of Organization. Certificate signed for corporation and LLC states creation date/jurisdiction, prior and LLC names, approval, service appointment/address, and optional future time; articles state name, resident agent, federal-tax election, principal office if known, management/managers, and signer. Foreign result files Form 611A certificate without Rhode Island LLC articles (§§ 7-1.2-105, -1008(c); 7-16-5.1(b)-(c), 7-16-6 to -7) |
Current schedule: Form 611/611A conversion certificate no fee/not online; Rhode Island LLC Articles of Organization $150 ($6 enhanced online fee shown, but confirm combined-conversion method); corporate correction $50. Filing or stated delay ≤90 days. No conversion-specific abandonment or resolution-amendment rule in current §§ 7-1.2-1008/7-16-5.1 (§§ 7-1.2-105, 7-16-8, 7-16-65; SOS) |
Same entity under Rhode Island law; rights, powers, property, debts due, and causes remain; creditor rights/liens unimpaired; debts/liabilities/duties attach without deemed transfer. Shares exchange/convert or cancel; no winding up/dissolution by default (§§ 7-1.2-1008(f)-(h), 7-16-5.1(d)-(g), (i)) |
All state fees/taxes due must be paid; prior obligations, personal liability, and preconversion choice of law survive. Statutory continuity does not settle tax treatment, licenses, securities, contract consent, creditor priority, or foreign qualification. Re-research LLC-side conversion under replacement ch. 7-16.1 for Jan. 1, 2028 transactions (§§ 7-1.2-1008(c)-(e); 2026 P.L. ch. 247) |
| South Carolina verified 2026-09-06 | S.C. Code §§ 33-11-111 to -112, plus LLC §§ 33-44-202 to -207 and -1204; domestic corporation directly converts to a South Carolina LLC. These sections do not create corporation-to-foreign-LLC route |
Direct route expressly available to South Carolina LLC; plan, shareholder approval, agreement, and LLC articles govern. Merger is not a substitute (§ 33-11-111) |
Board adopts plan; agreement states terms and how shares become LLC interests, cash, other consideration, or both. LLC articles may contain operating-agreement provisions or other lawful matters (§§ 33-11-111(a)-(c), 33-44-203(b)) |
Board adopts and submits plan; no separate recommendation, no-recommendation explanation, or conditioning rule stated (§ 33-11-111(b)) |
Two-thirds of all entitled votes plus two-thirds in each entitled voting group; articles may set lower/higher threshold, never below majority per group; amendment-equivalent terms trigger groups. Only unanimous written consent route (§§ 33-7-104, 33-11-111(b)(2)-(4)) |
Give entitled voters 10-60 day meeting notice stating conversion purpose with plan copy/summary; unanimous consent action gives required nonvoters 10-day advance plan material. No separate new-liability consent; members may elect liability in LLC articles, while old and new obligation rules apply (§§ 33-7-104 to -105, 33-11-111(b)(1), (g), 33-44-203(a)(7)) |
File LLC articles stating ordinary LLC contents plus conversion, former name, votes for/against and required threshold by group, and cancellation of corporation articles. Organizer or attorney-in-fact signs with name/capacity (§§ 33-11-111(d)-(e), 33-44-203, -205) |
$110 articles fee; effect on filing or stated later date, with general LLC rule capping delay at day 90. Correction available for false/erroneous statement or defective signature. No conversion-specific plan amendment, abandonment, or withdrawal provision (§§ 33-11-111(f), 33-44-206 to -207, -1204(a)(1)) |
Same entity; property, debts/liabilities/obligations, proceedings, rights/powers/purposes continue; shareholders become members unless agreement says otherwise. South Carolina real-property owner must record indexed county name-change notice (§ 33-11-112) |
Statute preserves preconversion liability and imposes destination member liability for later obligations; dissenters may demand fair value. No tax, license, contract-consent, securities, creditor-priority, or foreign-qualification promise (§ 33-11-111(b)(5), (g)) |
| South Dakota verified 2026-09-06 | SDCL §§ 47-1A-950 to -956 plus LLC Articles § 47-34A-203; ordinary domestic corporation may convert directly into South Dakota or qualifying foreign LLC. “Converting” and “surviving” entity definitions in § 47-1A-950.5 |
Direct domestic or foreign unincorporated-entity route; foreign law must permit. No substitute merger/dissolution/asset transfer prescribed (§§ 47-1A-950 to -950.1) |
Required plan states resulting LLC type/foreign jurisdiction, terms, share-conversion basis, and full resulting organic documents. External facts allowed; after approval, amendments cannot change consideration, organic documents beyond comparable restatement changes, or materially harm holders (§§ 47-1A-951 to -951.2) |
Board adopts and submits plan, ordinarily recommends it, explains conflict/special-circumstance nonrecommendation, and may condition submission on any basis. No all-holder shortcut removes board action (§ 47-1A-952(1)-(3)) |
Every class/series votes separately; each needs majority-entitled-vote quorum and more votes for than against unless articles/board require more. Written action requires every shareholder entitled to vote; no lower-consent route (§§ 47-1A-704, -725, -952(5)) |
Every voting/nonvoting holder gets 10–60 day meeting notice stating conversion purpose and carrying plan copy/summary plus resulting organic documents. Each holder gaining owner liability separately signs written consent (§§ 47-1A-705, -952(4), (7)) |
Domestic result: officer/authorized-representative Articles of Entity Conversion state old/new names, LLC type, approval, and contain or attach LLC public organic document; combined filing permitted. LLC articles state name, office, agent, organizers, nonperpetual duration, management/managers, liability election, and series terms. Foreign result uses Articles of Charter Surrender (§§ 47-1A-953 to -954; 47-34A-203) |
Statutory/SOS fee $150 for domestic conversion articles or foreign charter surrender; correction $25. Filing/stated-time or delay ≤90 days. Plan amendment limits; board abandonment before effect unless plan says otherwise, with postfiling statement before delayed date; correction relates back except adverse reliance (§§ 47-1A-122 to -124.2, -951.1, -956) |
Same entity without interruption and original organization date; real/personal property and liabilities remain, proceedings continue, organic documents take effect, and shares reclassify. New owner liability reaches only post-effect obligations (§§ 47-1A-955, -955.2) |
Foreign law controls availability; foreign result appoints SOS for appraisal enforcement. Pre-July 1, 2005 debt/contract and governance merger provisions reach conversion until amended. No general tax, licensing, securities, creditor-priority, contract-consent, or foreign-qualification conclusion (§§ 47-1A-950.1, -950.4, -952(6), -955.1) |
| Tennessee verified 2026-09-05 | Tennessee Business Corporation Act §§ 48-21-109 to -115 plus Revised LLC Act §§ 48-249-202, -1007; ordinary domestic business corporation to domestic or authorized foreign LLC, which is an unincorporated entity (§ 48-11-201) |
Direct entity conversion available without prescribing a substitute merger; domestic LLC permitted, foreign LLC permitted only if destination law authorizes conversion (§ 48-21-109(a)-(b)) |
Required plan states destination type/jurisdiction, terms, share conversion into interests/securities/obligations/rights/cash/property, and full resulting organic documents; outside facts and limited prefiling amendment clause allowed (§ 48-21-110) |
Board adopts, submits, and recommends plan unless conflict/special circumstances support no recommendation and basis is transmitted; board may condition submission and, unless plan says otherwise, abandon before effect (§§ 48-21-111(1)-(3), -115) |
Each separately entitled voting group approves by majority of all votes entitled, subject to greater law/charter/board rule; no conversion-specific no-issued-share exception. Unanimous written consent always works; charter may permit meeting-minimum consent (§§ 48-17-104, 48-21-111(5)) |
Every voting/nonvoting holder gets 10-day-to-2-month meeting notice with conversion purpose, plan/summary, and resulting organic documents. Written action gives nonvoters ≥10-day advance notice and nonconsenters notice ≤10 days after sufficient consents. Each newly liable holder signs separate written consent (§§ 48-17-104 to -105, 48-21-111(4),(7)) |
Domestic: officer/authorized representative executes conversion articles with old/new names, LLC type, approval recital, and attached LLC articles; filings may combine. LLC articles state name, agent/office, principal address, management type, member-count/liability/delay terms, and other required data (§§ 48-21-112, 48-249-202; SS-4612/SS-4270) |
Statutes/linked form: $100 conversion + $50/member LLC articles, $300 minimum/$3,000 maximum ($400 minimum total); live table displays `500*+`. Foreign charter surrender $20; delay ≤90 days; limited plan amendment, pre-effect abandonment/statement, and correction available (§§ 48-11-303 to -305, 48-21-110, -115, 48-249-1007) |
Domestic result is same entity without interruption and keeps original date; property remains, obligations/liabilities and proceedings continue, organic documents take effect, and shares convert under plan. No winding up/dissolution; new owner liability reaches post-effective debts only (§ 48-21-114) |
Pre-2013 debt/contract and governance provisions that cover merger but omit conversion are deemed to cover conversion until amended; foreign result appoints Secretary for dissent claims. Tax consequences remain under tax statutes; no general license, securities, contract-consent, creditor-priority, or foreign-qualification promise (§§ 48-21-109(e), -111(6), -114(b),(h)) |
| Texas verified 2026-09-05 | Texas Business Organizations Code chs. 3, 4, 6, 10, and 21; domestic for-profit corporation may convert directly to domestic LLC or foreign LLC/non-code organization when destination law permits (§§ 10.101, 21.453) |
Direct statutory route available; conversion cannot conflict with destination-jurisdiction law, and destination formation must comply with that law. Asset disposition is expressly not a merger or conversion (§§ 10.101(d), 10.254) |
Written plan states converting/resulting names, continued existence, resulting type/jurisdiction, interest conversion, and LLC formation certificate; external facts permitted if operation is clearly stated. Plan may authorize resulting-LLC actions without further manager/member approval (§§ 10.101, 10.103-.106) |
Board adopts resolution approving plan and recommends approval or submits without recommendation and explains why; may condition shareholder submission. Later may recommend rejection, and plan may require submission despite that recommendation (§ 21.453) |
Default two-thirds of outstanding shares entitled to vote plus two-thirds of each required class/series; separate group for converted/exchanged, amendment-equivalent, or certificate-entitled class/series. Unanimous written consent always available; certificate may authorize meeting-threshold consent with prompt nonconsenter notice (§§ 6.201-.205, 21.457-.458) |
Meeting notice to every voting and nonvoting shareholder at least 21 days before meeting, with plan/copy or summary and dissent notice. A holder cannot become subject to owner liability through conversion without that holder's consent (§§ 10.101(c), (f), 21.456) |
Converting entity signs conversion certificate containing plan or entity/jurisdiction, plan-location/copy, and approval recitals; resulting LLC certificate filed simultaneously. LLC certificate identifies conversion predecessor and adds name/type/purpose, registered office/agent, mailing address, and managers or members; no organizer listed for conversion (§§ 3.005-.006, 3.010, 10.154-.155) |
$300 conversion fee plus $300 domestic-LLC formation fee; default filing effectiveness or stated date/time/future event no later than day 90 after signing. Plan may be abandoned before effect; after filing, certificate of abandonment required (§§ 4.051-.057, 4.151-.154, 10.201-.203) |
Entity continues without interruption; property/title remain without transfer, debts/liabilities continue, creditor/owner-liability rights survive, proceedings continue without substitution, and interests convert under plan or dissent route. New owner liability for old obligations follows written agreement, prior liability, or applicable law (§§ 10.101(e)-(f), 10.106) |
Filing rejected unless franchise taxes paid or resulting entity accepts liability; creditor and antitrust rights preserved. Destination law controls foreign effect. Statutory continuity does not promise tax treatment, license/contract consent, securities compliance, creditor priority, or foreign qualification (§§ 10.101(d), 10.156, 10.901) |
| Utah verified 2026-10-01 | Chapter 10a § 1008.7 governs a domestic corporation-to-Utah-LLC conversion; Chapter 1a adds shared conversion procedure effective Oct. 1 (§§ 16-10a-1008.7, 16-1a-902 to -907). |
Domestic-LLC direct route is express. General § 16-1a-902 reaches an authorized foreign different-type entity, but corporation-specific § 16-10a-1008.7 still names a domestic LLC; foreign-LLC reach is unclear. |
Recorded plan names source/result entities, interest conversion, proposed destination public record, full recorded private rules, and other terms (§ 16-1a-903). |
Articles/bylaws approval method controls; otherwise every issued share approves, or majority of directors/incorporators if no shares. No separate recommendation is specified in § 16-10a-1008.7(1)(c). |
Default is every outstanding share of every class despite voting restrictions; governing records may set method. Written consent follows meeting-equivalent votes and 60-day collection (§§ 16-10a-1008.7, -704). |
General meeting notice is 10–60 days; nonunanimous consent has statutory notice. A holder acquiring postconversion liability must approve in a record (§§ 16-10a-704 to -705; 16-1a-904(1)(b)). |
Converting entity signs Division statement; source/result names, types, jurisdictions, approval, delay and public-record terms apply. § 16-1a-906(2)(e) refers to source record while (4) addresses result record (§§ 16-10a-1008.7, 16-1a-906; 16-20-201). |
Posted FY2026 schedule lists $17 conversion and separate $59 LLC formation; current FY2027 charge unconfirmed. Statement may delay ≤90 days; plan/filing abandonment, withdrawal, and correction rules apply (§§ 16-1a-204 to -206, -905 to -906). |
Same entity continues; property, debts, rights, pending proceedings, organic records and converted interests continue under statutory terms; no dissolution (§ 16-1a-907). |
Conversion authority is subject to destination foreign law if used; new liability needs recorded consent; appraisal depends on organic law. Other tax, license and private-consent issues are outside this statute survey (§§ 16-1a-902, -904, -708, -907). |
| Vermont verified 2026-09-06 | 11A V.S.A. §§ 11.01 to 11.07 and 11.10, 11.17 plus 11 V.S.A. §§ 4012, 4023, 4142 to 4146; domestic corporation may convert directly into a domestic organization, including Vermont LLC. Current § 11.02 does not authorize domestic corporation to foreign organization |
Direct Vermont LLC route only; no corporation-to-foreign-LLC authority in § 11.02. No substitute merger/dissolution prescribed; conversion continues same entity without winding up (§§ 11.02, 11.07) |
Required plan in a record states both names/types/jurisdiction, interest-to-interest/consideration conversion, proposed public LLC articles, full private operating agreement in a record, terms, and required provisions; other lawful terms allowed (§ 11.03) |
Corporation follows merger approval: board recommends plan or explains conflict/special-circumstance nonrecommendation and may condition submission on any basis. Section 11.10 does not separately say “adopt” (§§ 11.04(1), 11.10(a)-(b)) |
Each entitled voting group approves by majority of all votes entitled; amendment-equivalent terms create separate groups, subject to greater title/articles/board condition. Consent defaults unanimous; articles may specifically authorize ≥majority of all entitled shares with prior notice and prompt post-action notice (§§ 7.04, 11.10(c)) |
Every voting/nonvoting holder gets 10–60 day meeting notice stating conversion purpose with plan copy/summary. Any holder taking personal liability separately approves unless qualifying organizational-record provision and holder assent/after-adoption status satisfy § 11.17 (§§ 7.05, 11.10(c)(1), 11.17) |
Signed Statement of Conversion states before/after names/types/jurisdictions, approval, and carries Vermont LLC public organizational documents. LLC Articles state name, designated office, agent, organizers, no-members statement if applicable, and L3C election; current 2025 text has no management/liability fields. Domestic LLC effect is later of statement and LLC-law time (§§ 11.06; 11 V.S.A. §§ 4023, 4146) |
Statement of Conversion $20 under both corporation and LLC fee statutes; filing/stated-time or delay ≤90 days. Plan controls amendment/abandonment or original approval method applies; protected changes return to affected holders, and filed abandonment statement precedes delayed effect. General corporation Articles of Correction $20 (§§ 1.22 to 1.24, 11.05; 11 V.S.A. §§ 4012, 4145) |
Same organization without interruption; property remains without transfer/impairment, debts/liabilities continue, rights/powers remain, proceeding name may substitute, organizational documents take effect, and interests convert. No winding up/dissolution; new personal liability only post-effect (§ 11.07) |
Direct statutory route is domestic-destination only; protected pre-July 1, 2017 merger clauses also reach conversion until amended. Statute supplies no general tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion; approval remains subject to contract and § 11.17 liability rights (§§ 11.02(d), 11.04, 11.17) |
| Virginia verified 2026-09-06 | Virginia Stock Corporation Act art. 12.2 plus LLC Act § 13.1-1082(B); domestic stock corporation may convert directly to a domestic LLC or qualifying foreign LLC (§§ 13.1-722.8-.9) |
Direct statutory conversion available; a foreign LLC's organic law must permit the conversion. This route continues the corporation in LLC form and is not a substitute-merger prescription (§§ 13.1-722.9, 13.1-1082(B)) |
Required plan states converting name; resulting name, jurisdiction, and type; share/right conversion; resulting organic rules and public record when applicable; other terms; outside facts may control if objectively ascertainable (§ 13.1-722.10) |
Meeting route: board first adopts/submits and recommends unless conflicts or special circumstances justify no recommendation and the basis is disclosed; board may condition approval/effect. Unanimous written shareholder consent eliminates board action (§§ 13.1-722.11(A)(1)-(3), 13.1-657(A)) |
Meeting default: more than 2/3 of votes entitled on plan plus each entitled class/series voting group; articles may vary but not below majority of votes cast by each group. Unanimous written consent is available; articles may authorize meeting-threshold consent. No express no-issued-share exception (§§ 13.1-722.11(A)(5), 13.1-657) |
Meeting notice to every shareholder, voting or not, 25-60 days beforehand, with plan/copy or summary and resulting organic rules. Less-than-unanimous consent triggers ≤10-day postaction notice. Each newly liable shareholder signs separate written consent (§§ 13.1-722.11(A)(4), (C), 13.1-657-.658) |
File articles of conversion signed in corporation's name by an authorized officer, stating entity histories, plan/date, and approval recital; foreign result adds Virginia-process terms. Domestic result also files LLC articles with name, registered office/agent, and principal office; filings may be combined (§§ 13.1-604, 13.1-722.12, 13.1-1011) |
$100 conversion filing. Certificate effective when issued or at stated time/date no later than 11:59 p.m. on day 15; plan may be amended and abandoned before effect, with filed statement after filing. Articles correction available within 30 days (§§ 13.1-606-.607, 13.1-616, 13.1-722.12:1) |
Property and contract rights remain; debts/liabilities and proceedings continue; shares convert under plan/appraisal rights; LLC is same entity without interruption and retains original formation date; no winding up or dissolution. New interest-holder liability generally reaches postconversion liabilities (§ 13.1-722.13) |
Foreign destination law must permit conversion; foreign result appoints SCC clerk for specified process and commits to appraisal payments. Statutory route does not decide tax, licensing, securities, third-party consent, creditor priority, or foreign qualification (§§ 13.1-722.9, 13.1-722.12-.13) |
| Washington verified 2026-09-06 | Washington Business Corporation Act ch. 23B.09 RCW plus LLC Act §§ 25.15.436-.451 and entity-filing ch. 23.95 RCW; domestic profit corporation may convert directly to a domestic or foreign LLC (RCW 23B.09.005; RCW 23B.09.010; RCW 25.15.436) |
Direct statutory route available when destination LLC organic law permits and Washington and destination requirements are met. Conversion continues the corporation in LLC form; this is not a substitute-merger prescription (§§ 23B.09.010, 25.15.436) |
Required plan in a record states pre/post names and forms, conversion terms and interest treatment, and resulting organizational documents; outside facts permitted when objectively ascertainable under § 23B.01.200(3) (§§ 23B.09.020, 25.15.436(2)) |
Board first approves, then submits plan and recommends it unless conflicts, special circumstances, or § 23B.08.245 apply; board explains the basis for no recommendation and may condition approval or effectiveness (§ 23B.09.030(1)-(3)) |
Formed before 2024-08-01: 2/3 of all entitled votes plus each required group, subject to permitted ≥majority-entitled variation. Formed on/after: majority of all entitled votes plus each required group, subject to greater requirement. Unanimous consent available; articles may authorize meeting-threshold consent. No express no-issued-share exception (§§ 23B.09.030(5), 23B.11A.040-.041, 23B.07.040) |
Meeting notice to every shareholder, voting or not, 10-60 days beforehand, with conversion purpose, plan/copy or summary, and resulting organic rules. Consent solicitation and sufficient-consent notices go promptly to listed nonconsenters/nonvoters. Each newly liable holder signs separate written consent (§§ 23B.09.030(4), (6), 23B.07.040, .050) |
Authorized officer/representative executes articles of conversion stating pre/post names/forms, effective date, and approval; foreign result adds process terms. Domestic LLC also files certificate of formation with name, agent/address, principal office, optional dissolution date, and executors; filings may combine (§§ 23B.09.040, 25.15.071, .446) |
Current total $190 ($10 conversion + $180 origination). Default filing effect or stated date/time ≤90 days after filing. Unless plan says otherwise, board may abandon before effect; after filing, file abandonment/withdrawal. General correction available; ch. 23B.09 states no conversion-specific plan-amendment route (§§ 23B.09.060, 23.95.210-.220; SOS table) |
Same entity; no winding or dissolution. Property/title, creditor rights/liens, debts/liabilities, proceedings, and legal rights/powers continue; plan terms take effect. Statute does not separately override a contract-consent term (§ 23B.09.050) |
Foreign LLC law must permit conversion; foreign result consents to Washington jurisdiction/process for obligations and appraisal. LLC conversion triggers appraisal rights. Statutes do not decide tax, licensing, securities, contract consent, creditor priority, or foreign qualification (§§ 23B.09.010, .040-.050; 23B.13.020(1)(h)) |
| West Virginia verified 2026-09-06 | W. Va. Code § 31D-11-1109 plus LLC Articles §§ 31B-2-203 to -207; ordinary West Virginia corporation may convert directly only into a West Virginia LLC (§ 31D-11-1109(a), (g)-(i)) |
Direct domestic-LLC route available; statute states no corporation-to-foreign-LLC route. No merger, dissolution, asset-transfer, or tax-election substitute prescribed (§ 31D-11-1109(a), (g)-(h)) |
Board adopts a “plan of conversion approving the conversion”; statute states no required plan contents, share-conversion formula, consideration, LLC articles, operating agreement, or outside-fact provision (§ 31D-11-1109(b)) |
Board adopts plan and recommends holder approval; no conflict/nonrecommendation exception, conditioning authority, or board-only no-share route stated (§ 31D-11-1109(b)) |
All shareholders approve at annual/special meeting, including nonvoters; no separate class/series or no-issued-share exception. General unanimous written consent does not expressly displace the conversion-specific meeting command (§§ 31D-7-704, 31D-11-1109(b)) |
Every holder receives conversion-meeting notice; general window 10-60 days. No conversion-specific materials list or separate new-liability consent rule; preconversion personal liability remains (§§ 31D-7-705, 31D-11-1109(b), (f)) |
Chair/president/other officer signs Articles of Conversion satisfying LLC Articles of Organization; states original/current corporation name, original filing date, resulting LLC name, and unanimous approval, plus LLC purpose, term, management, organizer/member/manager, liability, office/agent, mailing, and email fields (§§ 31D-1-120, 31D-11-1109(c); 31B-2-203) |
$25 conversion statement + $100 LLC articles = $125 statutory filing fees. Filing-effective or delay capped at day 90 by general filing law. No conversion-plan amendment or abandonment rule stated; corporate/LLC correction relates back except adverse reliance (§§ 59-1-2(a)(1)(C), (N); 31D-1-123 to -124; 31B-2-206 to -207) |
Same continuing entity; no winding up/dissolution. Real/personal/mixed property, debts due, causes of action, rights/powers remain; creditor rights/liens stay unimpaired; debts/liabilities/duties continue without deemed transfer (§ 31D-11-1109(f)-(i)) |
Domestic LLC only; old obligations and personal liability remain. Continuity expressly preserves creditor rights/liens but does not promise tax treatment, license/private-contract consent, securities compliance, creditor priority beyond preservation, or foreign qualification (§ 31D-11-1109(f)-(i)) |
| Wisconsin verified 2026-09-06 | Wis. Stat. § 180.1161; domestic corporation may convert to another domestic entity or any foreign entity when both governing laws permit; corporation approval imports §§ 180.11031-.11032 |
Direct corporation-to-domestic-or-foreign-LLC conversion available; statutory route is conversion, while merger provisions supply approval procedures only (§ 180.1161(1)) |
Record-form plan states both entities' name/type/governing law; interest, security, obligation, acquisition-right, money/property conversion; effective time if delayed; destination organizational documents; other required/optional lawful terms (§ 180.1161(3)-(3m)) |
Board approves by vote or consent and submits plan to shareholders; imported sections state no recommendation/explanation rule. Plan may contain other lawful provisions, but no conversion-specific conditioning rule (§§ 180.11031(1), 180.11032(1), 180.1161(3m)) |
Each separately entitled voting group ordinarily approves by majority of all votes entitled; greater statute/articles/bylaws threshold controls. Unanimous written consent works; articles may authorize meeting-minimum written consent with 10-day notice. No conversion-specific no-issued-share exception (§§ 180.0704, 180.11032(3)-(4), 180.1161(1)(b)) |
Give every voting and nonvoting holder at least 20 days' meeting notice stating conversion purpose with plan copy/summary; consent action gives nonvoters 10-day advance notice and nonconsenting voters postaction notice. No separate liability consent; ordinary rule is no holder liability (§§ 180.0704(3), (6), 180.11032(2), 180.1161(4)(a)2.) |
Officer-signed articles name both entities/types/laws, recite lawful approval, include destination public organizational documents, and state plan is held at principal office and supplied on request; no separate LLC filing prescribed (§§ 180.0120(3), 180.1161(5)) |
Current DFI conversion fee $150; optional next-business-day service adds $100; current correction fee $40. Default close of filing day or stated delay up to 90 days. Section 180.1161 states no conversion-specific plan-abandonment/withdrawal route; articles correction covers incorrect/defective filings (§§ 180.0122-.0124, 180.1161(3)(e), (5)(cm)) |
Same entity continues; property title vests without transfer; debts/obligations/liabilities continue; proceedings continue or substitute LLC; interests convert under plan; rights/powers/purposes vest subject to law/articles/plan (§ 180.1161(4), (6)) |
Interest-holder liability rule expressly does not affect tax-law liability; foreign LLC remains subject to destination law and Wisconsin service for old obligations. No license, private-contract consent, securities, creditor-priority, or foreign-qualification promise (§ 180.1161(1), (4)(a)2.d., (7)-(8)) |
| Wyoming verified 2026-09-06 | Wyo. Stat. §§ 17-16-1115 to -1116, 17-26-101, 17-29-1006, and -1009; domestic corporation may convert directly to Wyoming or foreign LLC, with special articles/effect rules for a Wyoming LLC result |
Direct Wyoming- or foreign-LLC route; foreign form must be recognized by destination jurisdiction. No substitute merger, dissolution, or asset transfer prescribed (§ 17-26-101(a)-(b)) |
No statutory plan form or contents; terms and conditions approved under converting corporation's organic authority. Public articles carry identity and approval facts (§ 17-26-101(d)-(e)) |
Conversion sections state no separate board adoption, recommendation, explanation, or conditioning rule; governing statute and records control (§§ 17-26-101(d), 17-29-1006) |
Shareholders approve; meeting default is majority-entitled-vote quorum and votes cast for > against unless a higher rule applies. No conversion class vote; articles report vote totals and any articles/bylaws nonunanimous threshold. Consent defaults unanimous unless articles authorize the meeting-equivalent minimum (§§ 17-16-704, -725, -1115(d)) |
Meeting notice 10–60 days; special notice describes conversion. No conversion-specific nonvoter or new-liability consent; less-than-unanimous written action gets 10-day nonconsenter notice, and Wyoming LLC status alone does not impose member liability (§§ 17-16-704 to -705; 17-29-304) |
Wyoming LLC: organizer- or agent-signed Articles of Organization state LLC name, office/agent plus consent, conversion, former name, original state/date, votes for/against, and any nonunanimous threshold; no separate conversion certificate (§§ 17-16-1115(d); 17-29-201, -203) |
$100 LLC Articles; filing or delay ≤90 days. Before delayed effect, all original organizers may cancel; correction reaches inaccurate or defectively signed records. No conversion-plan abandonment rule (§§ 17-16-123; 17-26-101(h); 17-29-201(e), -203, -205 to -206, -210) |
Property remains, obligations continue, and pending proceedings continue as if conversion had not occurred; statute does not separately state contract, winding-up, same-entity, or share-to-interest mechanics (§§ 17-16-1116; 17-26-101(g); 17-29-1009) |
Destination law governs foreign-LLC form/effect; appraisal chapter can apply to conversion to an unincorporated entity. No tax, license, contract-consent, securities, creditor-priority, or qualification conclusion (§§ 17-26-101(b),(f); 17-16-1302(a)(viii)) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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