Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Arkansas
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | 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 route, destination LLC, and substitute-merger boundary | 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 terms, required contents, and resulting LLC governing documents | 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 adoption, recommendation, conditions, and authority | 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)) |
| Shareholder vote, class/series groups, written consent, and unanimity | 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)) |
| Notice, nonvoting holders, and consent to new personal liability | 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) |
| Conversion and LLC formation filings, signer, and contents | 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) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | 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) |
| Property, contracts, debts, proceedings, owner interests, and continuity | 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) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | 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) |
Requirements one by one
Two statutes create the direct route
Arkansas's corporation statute allows a corporation to become another organization, including an LLC, when the other organization's governing law authorizes and is followed and the destination jurisdiction does not prohibit the conversion. The LLC statute separately recognizes approval by a domestic converting entity other than an LLC and governs the conversion statement and effect of an Arkansas LLC result. Ark. Code §§ 4-27-1101 to -1102; Ark. Code §§ 4-38-1043, -1045 to -1046.
The plan is kept in a record and states the before-and-after names and forms, conversion terms, treatment of the corporation's shares, and the resulting LLC's organizational documents. Current law defines those documents as the LLC Certificate of Organization and operating agreement. Ark. Code §§ 4-27-1101(9)(C), 4-27-1102.
Recommendation, vote, and notice
The board ordinarily recommends the plan. It may make no recommendation because of a conflict or other special circumstances if it communicates the basis, and it may condition submission on any basis. The statute does not separately label this step “adoption.” Ark. Code § 4-27-1103(a)-(b).
Each voting group entitled to vote separately approves by a majority of all votes entitled to be cast on the plan. The chapter, articles, or a board-set condition may require more or require voting groups. Arkansas states no separate no-issued-share exception. Ark. Code § 4-27-1103(d).
At a meeting, every shareholder receives notice that identifies the conversion as a purpose and includes the plan or a summary; the ordinary timing is 10 to 60 days. Written consent may use the same minimum votes as a meeting where all entitled shares are present, and nonvoting holders receive the same plan materials at least 10 days before the consent action. Ark. Code §§ 4-27-704 to -705, 4-27-1103(c).
The current conversion sections state no separate approval or written-consent rule for a shareholder who might acquire personal liability. They do give a shareholder statutory dissent rights when the corporation is the converting party. Ark. Code § 4-27-1302.
Conversion and LLC filings
The corporation law calls for Articles of Conversion containing the conversion statement, resulting entity name and form, jurisdiction, effective date, approval recitals, any foreign-process appointment, and either the plan or its free-copy location. The LLC law calls the conversion record a Statement of Conversion, requires both entities' names, jurisdictions, and types, and attaches the Arkansas LLC's unsigned Certificate of Organization. Ark. Code §§ 4-27-1104, 4-38-1045.
The current Secretary of State page and form operationalize those two labels as one paper Articles of Conversion form. An authorized officer signs it, and the form says it must be filed with the initial filing for the resulting entity. The LLC certificate states the company name, principal-office street and mailing addresses, and registered-agent information. Ark. Code §§ 4-38-201, 4-38-1045; current Art_Conv form.
The filing office currently lists $25 for the paper conversion form and $50 for the paper LLC Certificate of Organization. Because the conversion form is not offered online, this page does not combine it with the separately listed $45 online LLC rate. Current Secretary of State LLC fee table.
An Arkansas LLC conversion becomes effective when its statement becomes effective. Chapter 38 permits filing-time effect or a stated delay of up to 90 days. Before filing, the plan may be amended or abandoned under its procedure and, unless the plan forbids it, through the same consent required for approval. The current provisions do not state a clear postfiling abandonment route for a corporation converting into an LLC. Ark. Code § 4-27-1103(e); Ark. Code §§ 4-38-207, 4-38-1045(f).
A filed conversion statement may be corrected for inaccuracy, defective signature, or defective electronic transmission. The correction relates back except against specified reliance, but it cannot correct the original LLC Certificate of Organization. Ark. Code § 4-38-209.
Continuity and limits
The Arkansas LLC is the same entity without interruption. Property stays vested without transfer or impairment, debts and other liabilities continue, pending proceedings continue or substitute the LLC name, the recorded operating- agreement provisions take effect, and the shares convert under the plan. No winding up or dissolution is required. Ark. Code §§ 4-27-1105, 4-38-1046.
Those provisions preserve general rights and obligations but do not themselves promise tax treatment, contract or license consent or continuity, securities compliance, creditor priority, or foreign qualification. Chapter 38 expressly leaves other law applicable. Ark. Code §§ 4-38-1002, 4-38-1046.
What trips people up
Arkansas uses three names for two filing layers. The corporation statute says “Articles of Conversion,” the LLC statute says “Statement of Conversion,” and the filing office uses one Articles form plus the resulting LLC's Certificate of Organization. Treating the conversion form as the LLC formation record would omit the attached certificate required by § 4-38-1045.
The plan's organizational-document term is broader than the public attachment. The plan includes both the Certificate of Organization and operating agreement; the conversion statement attaches only the public certificate.
Common questions
Is the vote based on votes cast at the meeting?
No. Each separately entitled voting group defaults to a majority of all votes entitled to be cast on the plan. Ark. Code § 4-27-1103(d).
Do nonvoting shareholders receive the plan?
Yes. Every shareholder receives the plan or summary for a meeting. When written consent replaces the meeting, nonvoting holders receive the same materials at least 10 days before the action. Ark. Code §§ 4-27-704, 4-27-1103(c).
Does the conversion dissolve the corporation?
No. The resulting LLC is the same entity without interruption, and the statutes say the conversion neither dissolves the corporation nor requires winding up. Ark. Code §§ 4-27-1105, 4-38-1046(g).
Statutes and sources
- Arkansas Acts 2009, No. 408 — official enrolled text for current corporation-conversion authority, plan, approval, filing, effect, and dissent provisions, accessed September 6, 2026.
- Arkansas Acts 2021, No. 1041 — official enrolled current LLC Act baseline for the formation certificate, filing timing and correction, conversion statement, effect, and other-law boundary, accessed September 6, 2026.
- Arkansas Acts 2023, No. 108 — official enrolled current correction from LLC Articles of Organization to Certificate of Organization in the corporate conversion definition, accessed September 6, 2026.
- Arkansas Secretary of State LLC forms, fees, and Art_Conv form — current paper filing labels, fees, signature, and paired-filing instruction, accessed September 6, 2026.
Source links
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