Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Alabama
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | 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 route, destination LLC, and substitute-merger boundary | 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)) |
| Plan terms, required contents, and resulting LLC governing documents | 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 adoption, recommendation, conditions, and authority | 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)) |
| Shareholder vote, class/series groups, written consent, and unanimity | 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)) |
| Notice, nonvoting holders, and consent to new personal liability | 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)) |
| Conversion and LLC formation filings, signer, and contents | 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) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | $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, contracts, debts, proceedings, owner interests, and continuity | 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)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | 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) |
Requirements one by one
Plan and approvals
Alabama permits a corporation to become a domestic or qualifying foreign LLC when both organizations' law and documents permit it. The written plan names both organizations, addresses, and types; gives the conversion terms and owner- interest treatment; and includes the destination organizational documents. Ala. Code § 10A-2A-9.11.
The board adopts and ordinarily recommends the plan. If conflict, special circumstances, or § 8.26 supports no recommendation, it explains the basis; it may condition approval or effect. The default vote is a majority of all entitled votes plus a majority within each separate class or series group. Ala. Code § 10A-2A-9.12.
Every holder receives 10-to-60-day meeting notice with the plan or summary and destination written organizational documents. Meeting-minimum written consent is available unless the certificate says otherwise, subject to 60-day collection and 10-day postaction notices. Each holder taking personal liability separately signs written consent. Ala. Code §§ 10A-2A-7.04 to -7.05 and 10A-2A-9.12(d), (f).
Simultaneous filings, fees, and timing
For an Alabama LLC result, the corporation simultaneously files a Statement of Conversion and LLC Certificate of Formation. Together they identify both organizations, filing history, addresses, governing law, effective date, approval, plan-copy availability, LLC formation facts, and any foreign process office. Ala. Code §§ 10A-2A-9.13 and 10A-5A-10.03.
The conversion statement costs $100 and the LLC certificate costs $200. The filing is effective on receipt or a stated time no later than day 90. Ala. Code §§ 10A-1-4.11 to -4.12 and 10A-1-4.31.
Before effect, the board or plan procedure may abandon without another stockholder vote. After delivery, a signed Statement of Abandonment must be filed before effect. Plan amendments that change consideration, organizational documents, or materially affect holders return to the protected approval route. Ala. Code § 10A-2A-9.14.
Continuity
Property and contract rights remain vested, debts and creditor liens continue, proceedings remain pending, and rights and powers continue. Conversion is not a transfer, winding up, or dissolution, and the plan governs owner-interest treatment. Ala. Code § 10A-2A-9.15.
What trips people up
An Alabama LLC result is a paired filing, not merely a $100 conversion statement. The $200 destination certificate makes the statutory total $300. Ala. Code §§ 10A-1-4.31 and 10A-5A-10.03(e).
Common questions
Do nonvoting holders get notice?
Yes. The conversion section expressly requires notice to every stockholder, whether entitled to vote or not. Ala. Code § 10A-2A-9.12(d).
Can the board condition the conversion?
Yes. It may condition stockholder approval or the plan's effectiveness. Ala. Code § 10A-2A-9.12(c).
Does conversion extinguish old creditor rights?
No. Debts, creditor rights, and liens continue without impairment. Ala. Code § 10A-2A-9.15(a)(2).
Statutes and sources
- Ala. Code §§ 10A-2A-9.11 to -9.15 — plan, approval, filings, abandonment, effect, and continuity (official Alabama Legislature; accessed September 6, 2026).
- Ala. Code §§ 10A-5A-10.01 to -10.03 — destination-LLC authorization, certificate, timing, and simultaneous filing (official Alabama Legislature; accessed September 6, 2026).
- Ala. Code §§ 10A-1-4.11 to -4.12 and -4.31 — effect, delay, and fees (official Alabama Legislature; accessed September 6, 2026).
- Ala. Code §§ 10A-2A-7.04 to -7.05 — written consent and meeting notice (official Alabama Legislature; accessed September 6, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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