Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Colorado
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | 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, destination LLC, and substitute-merger boundary | 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) |
| Plan terms, required contents, and resulting LLC governing documents | 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 adoption, recommendation, conditions, and authority | 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)) |
| Shareholder vote, class/series groups, written consent, and unanimity | 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)) |
| Notice, nonvoting holders, and consent to new personal liability | 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)) |
| Conversion and LLC formation filings, signer, and contents | 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) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | 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) |
| Property, contracts, debts, proceedings, owner interests, and continuity | 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) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | 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)) |
Requirements one by one
Direct route and required plan
Colorado permits a domestic corporation to become a Colorado LLC or a form of foreign LLC recognized by its destination jurisdiction. The required plan names both entities, jurisdictions, and forms and states the conversion terms and how shares become resulting interests or obligations, money, or property. C.R.S. §§ 7-90-201 to 7-90-201.4.
Board, shareholder, consent, and notice rules
The board adopts and submits the plan. It recommends approval unless conflict or special circumstances support no recommendation and the board communicates its basis with the plan; it may condition effectiveness on any basis. Each separately entitled voting group ordinarily approves by a majority of all votes entitled, with a greater governing threshold or board condition controlling. C.R.S. § 7-111-103(1)-(6).
Voting holders receive meeting notice 10 to 60 days beforehand stating the conversion purpose and including the plan or a summary. Unanimous written consent works unless the articles require a meeting; articles may authorize meeting-minimum written consent, followed by notice to nonconsenting voters. C.R.S. §§ 7-107-104 to 7-107-105.
Combined Colorado LLC filing, fee, and effective time
A Colorado LLC result uses a combined Statement of Conversion and constituent filed document—the LLC articles—even though the statute treats the accepted package as two documents. The filing identifies the old entity and the resulting name and states that conversion occurred. C.R.S. § 7-90-201.7(3)-(4).
Colorado does not make a traditional signature a filing condition. The individual causing delivery identifies themself and makes good-faith perjury affirmations about authority, facts, and compliance. C.R.S. §§ 7-90-301 and 7-90-301.5.
The current online combined-conversion fee is $100. The record takes effect on filing or at a stated later time capped at day 90; a date without a time means 11:59 p.m. A delayed record can be revoked before effect through a statement of correction. C.R.S. §§ 7-90-304 to 7-90-305.
Continuity and plan changes
The LLC is the same continuing entity. Unless otherwise agreed or provided, the corporation need not wind up, pay liabilities, distribute assets, or dissolve; preconversion obligations and personal liability are unaffected. C.R.S. § 7-90-202.
Before effect, the plan's own procedure governs abandonment and amendment. Amendment may not change holder consideration, make an impermissible constituent- document change, or materially adversely affect owners. Abandonment after a delayed filing uses a pre-effect Statement of Change. Together, C.R.S. §§ 7-90-202 and 7-90-205.5 govern conversion effect and these pre-effect changes.
What trips people up
Converting a corporation to an LLC is a listed appraisal event for a shareholder entitled to vote, subject to the statute's public-market and other limits. C.R.S. § 7-113-102(1)(h), (2).
The $50 fee line is for a stand-alone conversion statement. Because a Colorado LLC requires a constituent filed document, this direction uses the $100 combined- conversion line instead.
Common questions
Does the board have to recommend conversion?
Ordinarily yes. It may make no recommendation because of conflict or special circumstances only if it communicates the basis with the plan. C.R.S. § 7-111-103(2).
Do shareholders vote by a majority of votes cast?
No. The default is a majority of all votes entitled to be cast by each separately entitled voting group, not merely votes present or cast. C.R.S. § 7-111-103(5).
Is a separate LLC-articles submission needed?
The statute requires one combined submission containing both the conversion statement and the LLC constituent filed document, then treats it as two accepted documents. C.R.S. § 7-90-201.7(3).
Statutes and sources
- C.R.S. §§ 7-90-201 to -202 and 7-90-205.5 — authority, plan, approval, conversion filing, continuity, amendment, and abandonment (official OLLS Title 7 printout; accessed September 6, 2026).
- C.R.S. §§ 7-107-104 to -105 and 7-111-103 — consent, notice, board recommendation, conditions, and voting groups (official OLLS Title 7 printout; accessed September 6, 2026).
- C.R.S. §§ 7-90-301, -301.5, and -304 to -305 — filing, delivery affirmations, effective time, and correction (official OLLS Title 7 printout; accessed September 6, 2026).
- C.R.S. § 7-113-102 — conversion appraisal eligibility and limitations (official OLLS Title 7 printout; accessed September 6, 2026).
- Colorado Secretary of State business fee schedule — current online conversion and combined-conversion fees (accessed September 6, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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