Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Arizona
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | 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 route, destination LLC, and substitute-merger boundary | 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 terms, required contents, and resulting LLC governing documents | 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 adoption, recommendation, conditions, and authority | 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) |
| Shareholder vote, class/series groups, written consent, and unanimity | 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) |
| Notice, nonvoting holders, and consent to new personal liability | 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)) |
| Conversion and LLC formation filings, signer, and contents | 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) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | $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) |
| Property, contracts, debts, proceedings, owner interests, and continuity | 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) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | 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) |
Requirements one by one
Direct route and conversion plan
Arizona's business-corporation statute expressly routes a conversion through the Arizona Entity Restructuring Act. A domestic corporation may become a domestic LLC, or a foreign LLC if the destination law authorizes the conversion. A.R.S. §§ 10-1102 and 29-2401.
The required plan is a record. It identifies both entity types, names the destination jurisdiction, states how shares become LLC interests or other consideration, includes the proposed LLC articles, and sets out the full text of the record-form private organizational documents. The last item puts the resulting operating agreement's record-form text inside the approval package, not merely in a later closing checklist. A.R.S. § 29-2402.
Board action, holder approval, notice, and liability consent
The board adopts and submits the plan and ordinarily recommends it. A conflict or special circumstance may support no recommendation, but the board then communicates its basis with the plan. The board may condition submission on any basis. A.R.S. §§ 10-1102 to 10-1103.
Each voting group entitled to act approves by a majority of all votes entitled to be cast, unless Title 10, the articles, or a board condition requires more. A conversion also gets separate voting groups for a plan term that would trigger an amendment voting group, and for any group right created by the articles. The shareholder-free shortcut in § 10-1103(G) is expressly limited to a surviving corporation in a merger, so the conversion provision states no parallel no-issued-share exception. Unanimous holder approval remains the general alternative under A.R.S. § 29-2108.
Written consent generally uses the meeting-equivalent minimum vote. But all shareholders must consent where the articles or bylaws require it, for an issuing public corporation unless those records say otherwise, and for an Arizona corporation formed before August 6, 2016 unless it later adopted the statutory opt-in. Written-action notice follows the timing and recipients in § 10-704. A.R.S. § 10-704.
Every shareholder, voting or nonvoting, receives meeting notice 10 to 60 days before the meeting. It states that the plan will be considered and includes the plan or a summary. Separately, each holder who will acquire interest-holder liability for postconversion obligations generally approves in a record; the narrow exception requires both an express organizational-document provision and the holder's recorded approval of that provision or later entry as a holder. A.R.S. §§ 10-705, 10-1103(D), and 29-2403. The holder-level liability-consent rule is in A.R.S. § 29-2403.
Statement, attached LLC articles, fees, and exit routes
The corporation files a signed statement identifying both entities and their jurisdictions and types, reciting approval, and giving any delayed effective date and time. The resulting LLC's articles are attached and deemed signed through the statement. A signed plan that contains all statement information may replace the statement if the plan so provides. A board chair, president, or another officer signs and states name and capacity. A.R.S. §§ 10-120 and 29-2405.
The attached LLC articles state the name, principal address, Arizona statutory agent and addresses, management structure, and the managers and members listed by § 29-3201(B)(4). Within 60 days after the articles are filed, the statute requires either three consecutive newspaper publications in the agent-address county or Commission database posting when that county's population exceeds 800,000. A.R.S. § 29-3201.
The statement costs $100 when the corporation is responsible for filing it, and the attached LLC articles carry a separate $50 fee. The current Commission M085 materials match that $150 combined base amount and identify M085 as the statement used to convert into an Arizona LLC. A.R.S. § 10-122 fixes the statement fee; A.R.S. § 29-3213 fixes the attached-articles fee.
The conversion takes effect on delivery after filing approval or on a stated date and time no more than 90 days later. Plan amendments preserve holder approval for changed consideration, governing documents, and materially adverse terms. Before effectiveness, abandonment follows the plan, the governors if the plan permits, or the original approval route. After filing, abandonment exists only for a delayed-effective statement and requires a timely statement of abandonment. Filing corrections are governed through the general corporation rules. A.R.S. §§ 10-124, 29-2105, and 29-2404 to 29-2405.
Effect, continuity, and foreign-law limits
The converted LLC is the same entity without interruption. Property and powers remain vested without assignment, obligations continue, the LLC name may be substituted in pending proceedings, and the approved public and private organizational documents bind. Shares convert under the plan, and the conversion does not require winding up or cause dissolution. Preconversion holder liability is not discharged; liability newly imposed by the domestic LLC's law or records reaches only obligations arising after effectiveness. A.R.S. § 29-2406.
A foreign LLC must satisfy its own law. If that law did not authorize the conversion, Arizona treats the attempted conversion as ineffective and requires a statement of ineffectiveness in the public record. The filing also carries foreign-qualification documents when Arizona requires them, or a process mailing address when the foreign LLC will not qualify. A.R.S. § 29-2405 governs those attachments, and A.R.S. § 29-2407 governs ineffectiveness.
What trips people up
An older protected agreement may say what happens on a merger but say nothing about conversion. Arizona applies that merger provision to a conversion until the agreement is amended after the conversion statute's effective date. A.R.S. § 29-2401(C).
Postfiling abandonment is not an open-ended cancellation option. It is available only when the filed statement has a delayed effective date, and the abandonment statement must arrive on or before that date. A.R.S. § 29-2404(C).
Common questions
Must every shareholder approve the conversion?
Not ordinarily. The baseline is a majority of all votes entitled to be cast by each entitled voting group, subject to greater requirements and separate-group rights. A holder taking on new personal liability generally supplies a separate recorded consent. A.R.S. §§ 10-1103(E)-(F) and 29-2403(A)(2).
Does the domestic LLC require a separate formation filing?
Yes. The LLC articles of organization are attached to the conversion statement, and their $50 fee is additional to the corporation's $100 statement fee. A.R.S. §§ 10-122, 29-2405(B)(5), and 29-3213(A)(1).
Does statutory continuity guarantee tax or license treatment?
No. The statute continues the entity, property, obligations, and proceedings, but it does not promise a tax result, preserve a license or contract consent, or complete qualification outside Arizona. A.R.S. §§ 29-2401, 29-2405 to 29-2407.
Statutes and sources
- A.R.S. §§ 10-1102 to 10-1103 supply the business-corporation approval overlay. Accessed September 5, 2026.
- A.R.S. §§ 29-2401 to 29-2407 authorize the route and govern the plan, approval, liability consent, amendment, abandonment, filing, effect, continuity, and foreign-law failure. Accessed September 5, 2026.
- A.R.S. §§ 10-704 to 10-705 govern written consent and meeting timing. Accessed September 5, 2026.
- A.R.S. §§ 29-2105 and 29-2108 import general filing rules and preserve unanimous approval as an alternative. Accessed September 5, 2026.
- A.R.S. §§ 10-120, 10-122, and 10-124 govern signer formalities, the corporation's filing fee, and correction. Accessed September 5, 2026.
- A.R.S. §§ 29-3201 and 29-3213 govern the attached LLC articles, publication/database follow-up, and fee. Accessed September 5, 2026.
- Arizona Corporation Commission Form M085 is the currently linked statement form for conversion into an Arizona LLC. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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