Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Delaware
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | 8 Del. C. § 266 plus 6 Del. C. §§ 18-201, -204, -206, and -214; ordinary Delaware corporation may convert directly into Delaware or foreign LLC. Domestic LLC result is governed by both corporation and LLC statutes |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct Delaware/foreign LLC route; no substitute merger needed. No shareholder vote if no stock was issued before board resolution; charitable nonstock corporation cannot convert if charitable status would be lost/impaired (§ 266(a), (i)-(j)) |
| Plan terms, required contents, and resulting LLC governing documents | Plan optional. If adopted, board approves it with resolution; may state conversion terms, resulting governance document, share conversion/cancellation, desirable/destination-law provisions, and external-fact mechanics. Delaware LLC agreement receives same authorization as conversion (§ 266(b), (l); 6 Del. C. § 18-214(h)) |
| Board adoption, recommendation, conditions, and authority | Board adopts conversion resolution, specifies resulting entity type, recommends approval, and submits it at annual/special meeting. Section 266 states no recommendation exception or board-conditioning rule; plan, if any, is approved with resolution (§ 266(b)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Majority of outstanding shares entitled to vote; no conversion-specific class vote. Minimum-vote written/electronic consent under § 228 unless charter bars it, delivered within 60 days; prompt notice to nonconsenters. No-issued-share exception (§§ 228, 266(b), (i)) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder gets ≥20 days' notice of meeting time and purpose; consent action gives prompt notice to every nonconsenting holder who would receive meeting notice. No separate LLC-liability consent; § 266 separately requires consent only for holders becoming general partners (§§ 228(e), 266(b)) |
| Conversion and LLC formation filings, signer, and contents | Delaware LLC: simultaneously file authorized-person Certificate of Conversion and Certificate of Formation; same effective time. Conversion certificate states original creation date/jurisdiction, prior name/type, LLC name, and delayed time; formation certificate states LLC name and Delaware registered office/agent. Foreign LLC: DGCL certificate states corporate/original names/date, result jurisdiction, approval, service appointment, and address (8 Del. C. §§ 103, 266(c); 6 Del. C. §§ 18-201, -204, -214(b)-(c)) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Current base: domestic LLC conversion $220 + formation $110 = $330; foreign LLC conversion $234, plus taxes/add-ons. Domestic paired records use same filing/stated time with delay ≤180 days; foreign certificate delay ≤90 days. Future-effective domestic certificate may be amended/terminated; corporate and LLC correction routes preserve adverse-reliance limits (8 Del. C. § 103; 6 Del. C. §§ 18-206, -211, -1105; fee schedule) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity; rights, powers, real/personal property, debts due, and causes remain; creditor rights/liens preserved; debts/liabilities/duties attach without deemed transfer. Shares may convert/exchange/remain/cancel; no winding up/dissolution by default (§ 266(f)-(h); 6 Del. C. § 18-214(d)-(g), (i)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Delaware fees/taxes due must be paid; prior obligations, personal liability, and preconversion choice of law survive foreign result. Pre-Aug. 1, 2022 charter/voting-agreement merger restrictions also reach conversion unless expressly excluded. Appraisal may apply subject to § 262 limits; no general tax, license, securities, contract-consent, creditor-priority, or foreign-qualification conclusion (§§ 266(c)-(e), (k), 262) |
Requirements one by one
Direct route, optional plan, and approval
Delaware permits a domestic corporation to convert directly into a Delaware or foreign LLC. The board adopts a resolution approving conversion, specifies the resulting entity type, recommends approval, and submits it at an annual or special meeting. 8 Del. C. § 266(a)-(b).
A plan is optional. If used, the board approves it with the resolution, and the plan may state transaction terms, attach the resulting governance document, describe share conversion or cancellation, include destination-law and other terms, and use clearly operative external facts. The Delaware LLC agreement is approved by the same authorization as conversion. 8 Del. C. § 266(b), (l); 6 Del. C. § 18-214(h).
The ordinary threshold is a majority of outstanding shares entitled to vote. The section does not add a class vote or separate LLC-liability consent; its special personal-liability consent concerns only a conversion to a partnership with general partners. If no shares were issued before the board adopted the resolution, no stockholder vote is needed. 8 Del. C. § 266(b), (i).
Notice, consent, and appraisal
Every voting and nonvoting stockholder receives at least 20 days' notice of the meeting's time and conversion purpose. The general written or electronic consent route may use the same minimum vote unless the charter bars it; sufficient consents arrive within 60 days, and nonconsenting holders who would have received meeting notice receive prompt notice. 8 Del. C. §§ 228, 266(b).
Section 262 can provide appraisal for a § 266 conversion, but the right is conditional and carries statutory market and consideration exceptions plus strict notice, demand, continuous-ownership, and no-favorable-vote conditions. 8 Del. C. § 262.
Domestic and foreign filings
For a Delaware LLC, the corporation simultaneously files a Certificate of Conversion and Certificate of Formation. Both carry the same effective time. The conversion certificate states the corporation's original creation date and jurisdiction, any immediately prior jurisdiction, prior name and entity type, the Delaware LLC name, and any delayed time. 6 Del. C. § 18-214(b)-(c).
The formation certificate states the LLC name and its Delaware registered office and agent. One or more authorized persons execute the LLC Act certificates; execution is a perjury-backed oath or affirmation. 6 Del. C. §§ 18-201, 18-204.
A foreign LLC result instead uses the DGCL certificate under § 266(c). It states the current and original corporate names, original incorporation filing date, resulting name and jurisdiction, approval, Delaware process appointment, and mailing address. An authorized officer or the statutory fallback signer executes it under 8 Del. C. § 103.
Fees, effective time, termination, and continuity
The Division's August 2026 schedule lists $220 for conversion into a Delaware LLC and $110 for the simultaneously filed formation certificate, a $330 base before taxes, extra pages, certified copies, or optional service. A conversion to a non-Delaware entity is $234. The converting Delaware corporation must also settle applicable taxes.
The domestic pair takes effect when filed or at one matching stated time no more than 180 days later. Before a delayed time, a false or inaccurate future-effective certificate must be amended or terminated. The foreign-result DGCL certificate uses a 90-day maximum and has its own pre-effect amendment or termination and correction/nullification routes. 8 Del. C. § 103(d), (f); 6 Del. C. § 18-206(b)-(c).
At effectiveness the LLC is the same entity. Rights, powers, property, debts due, causes of action, creditor rights, liens, debts, liabilities, and duties continue without a deemed transfer. Unless otherwise agreed or stated in the resolution, there is no winding up, asset distribution, or dissolution. 8 Del. C. § 266(f)-(h); 6 Del. C. § 18-214(d)-(g).
What trips people up
The plan is optional, but the resolution and approvals are not. A plan adopted under § 266(l) is approved with the board resolution, while the resulting LLC agreement is approved by the same authorization required for conversion.
Domestic and foreign results use different filing statutes and time caps. A Delaware LLC uses the simultaneous LLC Act certificates and up to 180 days; a foreign LLC uses the DGCL certificate and up to 90 days.
A pre-August 1, 2022 charter, voting-trust, or other written stockholder agreement that restricts, conditions, or prohibits merger or consolidation also applies to conversion unless it expressly says otherwise. 8 Del. C. § 266(k).
Common questions
Must every stockholder approve?
No. A majority of outstanding shares entitled to vote is the ordinary threshold. Nonvoting holders receive notice but do not enter that denominator. 8 Del. C. § 266(b).
Is a separate LLC formation certificate required?
Yes. For a Delaware LLC result, the Certificate of Conversion and Certificate of Formation are filed simultaneously with the same effective time. 6 Del. C. § 18-214(b).
Can the conversion be delayed?
Yes. The Delaware LLC pair may use a matching delayed time up to 180 days after filing. A foreign-result DGCL certificate may be delayed no more than 90 days. 8 Del. C. § 103(d); 6 Del. C. § 18-206(b).
Does continuity guarantee tax-free or license treatment?
No. Statutory continuity preserves the entity, property, creditor rights, debts, and liabilities, but it does not establish tax treatment, license or permit continuity, securities compliance, creditor priority, contract consent, or foreign qualification.
Statutes and sources
- 8 Del. C. § 266 authorizes conversion and governs the resolution, optional plan, approval, notice, foreign filing, no-share rule, continuity, and legacy restrictions. Accessed September 6, 2026.
- 8 Del. C. § 228 governs written and electronic stockholder consent and prompt notice. Accessed September 6, 2026.
- 8 Del. C. §§ 103 and 262 govern corporate execution, effectiveness, correction, and appraisal. Accessed September 6, 2026.
- 6 Del. C. §§ 18-201, 18-204, 18-206, and 18-214 govern the domestic LLC conversion and formation certificates, approval, signature, effectiveness, and continuity. Accessed September 6, 2026.
- 6 Del. C. § 18-1105 states the current statutory filing-fee components. Accessed September 6, 2026.
- Delaware Division of Corporations August 2026 fee schedule confirms the current domestic and foreign conversion and formation charges. Accessed September 6, 2026.
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