Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Connecticut
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | 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 route, destination LLC, and substitute-merger boundary | 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) |
| Plan terms, required contents, and resulting LLC governing documents | 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) |
| Board adoption, recommendation, conditions, and authority | 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)) |
| Shareholder vote, class/series groups, written consent, and unanimity | 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)) |
| Notice, nonvoting holders, and consent to new personal liability | 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)) |
| Conversion and LLC formation filings, signer, and contents | 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)) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | 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) |
| Property, contracts, debts, proceedings, owner interests, and continuity | 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)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | 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)) |
Requirements one by one
Direct route and plan
Chapter 616 allows a Connecticut business corporation to become a domestic LLC or a different-type foreign entity whose law authorizes conversion. The plan must be in a record and include the before-and-after identity, interest- conversion mechanics, proposed public organic document, and the full text of recorded private organic rules. Conn. Gen. Stat. §§ 34-631 to 34-632.
The plan may make terms depend on outside facts if it explains how those facts operate. That includes an event or decision within a party's control. Conn. Gen. Stat. § 34-605.
Board, shareholder, and notice approvals
When the corporation's organic rules do not supply a conversion procedure, § 34-633 imports the approval rules for a shareholder-approved merger. The board adopts first, recommends approval or explains its statutory reason not to, and may condition shareholder approval or effectiveness. Conn. Gen. Stat. §§ 34-633, 33-817(1)-(3).
For a modern corporation, each required voting group has a quorum when a majority of its entitled votes is represented; the action passes when votes favoring exceed votes opposing. Each class or series whose shares convert is a separate group unless the certificate validly limits that right. Some pre-1997 corporations instead use the statute's two-thirds voting-group and legacy-class rule. Conn. Gen. Stat. §§ 33-709, 33-817(5)-(7), (13).
Every voting and nonvoting holder receives 10-to-60-day meeting notice with the plan or a summary. Unanimous written consent is the default alternative; the certificate may authorize meeting-minimum consent, subject to the 60-day collection window and 10-day postaction notices. Conn. Gen. Stat. §§ 33-698 to 33-699, 33-817(4).
Certificate, fees, and effect
The entity-authorized signer files a certificate naming the converting and converted entities, their jurisdictions and types, any stated effect time, and the approval route. A domestic LLC result attaches its public organic document. That attachment must satisfy Connecticut law but need not be separately signed and may omit provisions not required in a restatement. Conn. Gen. Stat. § 34-635(a)-(d).
The current schedules list $60 for conversion and instruct a Connecticut-result filing to add the destination formation-document fee. Section 34-243u prices an LLC certificate of organization at $120, so the domestic-result total is $180. Conn. Gen. Stat. § 34-243u(a)(3); current Secretary fee schedules.
The certificate is filing-effective or takes effect at its stated date and time. Unlike many state conversion statutes, § 34-635(e) states no maximum delay. The plan controls its amendment procedure subject to affected-holder protections, and it may be abandoned before effect; postfiling abandonment requires a signed certificate filed before the conversion takes effect. Conn. Gen. Stat. §§ 34-634 to 34-635.
Continuity
The LLC is “the same entity without interruption.” Property remains vested, liabilities continue, rights and powers remain, pending proceedings can use the new name, the approved public and private organic rules bind, and interests convert under the plan. Conversion does not require winding up or cause dissolution. Conn. Gen. Stat. § 34-636.
What trips people up
The merger rules govern approval; the transaction remains a direct conversion, not a substitute merger. That imported route brings board recommendation and conditioning, separate voting groups, nonvoter notice, written-consent rules, and the pre-1997 two-thirds exception into the conversion analysis. Conn. Gen. Stat. §§ 34-633, 33-698, 33-709, 33-817.
A protected agreement that addresses mergers but not conversions applies to a conversion as if it were a merger until the clause is amended after January 1, 2014. That statutory contract rule does not decide any other third-party consent or default question. Conn. Gen. Stat. § 34-631(c).
Common questions
Does every shareholder vote use a two-thirds threshold?
No. The ordinary modern rule is votes favoring over votes opposing in each required group after a majority-vote quorum exists. The two-thirds rule applies to the statute's described pre-1997 corporations unless an exception or the certificate applies. Conn. Gen. Stat. §§ 33-709, 33-817(13).
Must a holder separately accept new personal liability?
Yes if the conversion would give that holder postconversion interest-holder liability. For a converting business corporation, each affected holder must approve in a record. Conn. Gen. Stat. § 34-633(a)(2).
Does the attached LLC public document need its own signature?
No. Section 34-635(d) expressly excuses a separate signature, although the document must otherwise satisfy Connecticut law subject to its restatement- content exception.
Statutes and sources
- Conn. Gen. Stat. §§ 34-600 to 34-608 and 34-631 to 34-636 — scope, exclusions, plan, approval, amendment, abandonment, certificate, effect, and continuity (official current Chapter 616 accessed September 6, 2026).
- Conn. Gen. Stat. §§ 33-698 to 33-699, 33-709, and 33-817 — imported corporation consent, notice, quorum, voting-group, and merger-approval rules (official current Chapter 601 accessed September 6, 2026).
- Conn. Gen. Stat. §§ 34-243u and 34-247; Secretary fee schedules — domestic LLC public-organic-document contents and the $60 plus $120 filing charges (official current sources accessed September 6, 2026).
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