Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in District of Columbia
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | D.C. Code §§ 29-204.01 to -.06 plus business-corporation approval §§ 29-305.04-.05, -305.25, -309.04 and LLC certificate § 29-802.01; domestic corporation may become D.C. or qualifying foreign LLC |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct domestic/foreign LLC route; foreign law must authorize. No substitute merger/dissolution prescribed; same entity without interruption and no winding up/dissolution (§§ 29-204.01, -204.06(a), (g)) |
| Plan terms, required contents, and resulting LLC governing documents | Required plan in a record states both names/types/jurisdictions, interest conversion into interests/securities/obligations/rights/money/property, proposed LLC public record, full recorded private rules, terms, and required provisions. Other lawful terms allowed (§ 29-204.02) |
| Board adoption, recommendation, conditions, and authority | If corporation organic rules do not supply conversion approval, merger rules require board adoption, submission, and recommendation or conflict/special-circumstance explanation; board may condition submission on any basis (§§ 29-204.03(a)(1)(B)(ii), -309.04(1)-(3)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Merger default: majority-entitled-vote quorum in each group and votes cast for exceed votes against; converted and amendment-affected classes/series vote separately, subject to greater articles/board condition. Consent defaults unanimous; articles may permit meeting-minimum consent within 60 days (§§ 29-305.04, -305.25, -309.04(5)-(6)) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder gets 10–60 day meeting notice stating conversion purpose with plan copy/summary and resulting organic rules. Consent action brings 10-day notice to nonvoters/nonconsenters. Every holder gaining interest-holder liability separately approves in a record (§§ 29-204.03(a)(2), -305.04-.05, -309.04(4)) |
| Conversion and LLC formation filings, signer, and contents | Signed Statement of Conversion states both names/types/jurisdictions, approval, ≤90-day later time, and foreign-result process address; attach D.C. LLC public organic record, which need not be signed. Signed plan meeting statement fields may substitute. LLC certificate states name, principal-office street/mailing addresses, agent information, and series election if any (§§ 29-204.05, -802.01) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Effective on filing or stated time ≤90 days. Plan amendment returns consideration, organic-rule, and materially adverse changes to affected holders; abandonment follows plan or original approval method, with filed statement after delivery. Current DLCP corporation fee table does not separately label a conversion statement; confirm amount. No conversion-specific correction rule in §§ 29-204.01 to -.06 (§§ 29-204.04-.05; DLCP) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity without interruption; property stays vested without transfer/impairment, liabilities continue, rights/powers/purposes remain, pending proceeding may substitute name, organic rules bind, and interests convert. No dissolution/winding up; new holder liability only post-effect (§ 29-204.06(a)-(d), (g)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Conditional recordation/transfer-tax exemption only when ownership and profit/loss allocations remain identical through 12 months, subject to death/involuntary-dissolution exception. Foreign law/service rules apply; no general income-tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion (§ 29-204.06(e), (h)) |
Requirements one by one
Direct route, plan, and approval
The District permits a domestic corporation to convert directly into a D.C. LLC or a foreign LLC whose law authorizes the transaction. D.C. Code § 29-204.01.
The required plan is a record stating both entity names, types, and jurisdictions; interest-conversion mechanics; the proposed LLC public record; the full private rules that will be in a record; transaction terms; and other required provisions. D.C. Code § 29-204.02.
If the corporation's organic rules do not supply a conversion-approval method, § 29-204.03 imports the business-corporation merger vote. The board adopts and submits the plan and ordinarily recommends it. A conflict or special circumstance may displace the recommendation with an explanation, and the board may condition submission on any basis. D.C. Code § 29-309.04(1)-(3).
Each voting group acts at a quorum holding at least a majority of entitled votes and approves when votes cast for exceed votes cast against. Converted and amendment-affected classes or series vote separately. D.C. Code §§ 29-305.25, 29-309.04(5)-(6).
Notice, consent, and new liability
Every voting and nonvoting holder receives meeting notice 10 to 60 days before the meeting. It states the conversion purpose and includes the plan or summary and resulting organic rules. D.C. Code §§ 29-305.05, 29-309.04(4).
Consent in a record defaults to unanimity, but the articles may permit the meeting-equivalent minimum; sufficient consents arrive within 60 days. Nonvoting and nonconsenting voting holders receive the action and materials within 10 days. D.C. Code § 29-305.04.
Each holder who would acquire interest-holder liability for postconversion obligations separately approves in a record. D.C. Code § 29-204.03(a)(2).
Conversion filing, effective time, and abandonment
The corporation signs and files a Statement of Conversion identifying both entities, types, and jurisdictions, reciting approval, stating any delayed time, and attaching the D.C. LLC certificate of organization. The attachment need not be signed. A signed plan containing all statement fields may be filed instead. D.C. Code § 29-204.05.
The LLC certificate states its name, principal-office street and mailing addresses, registered-agent information, and a series election if applicable. The LLC forms when the filing is effective and at least one person is a member. D.C. Code § 29-802.01.
The filing takes effect immediately or at a stated time no more than 90 days later. Plan amendment returns protected consideration, organic-rule, and materially adverse changes to affected holders. Abandonment follows the plan or the original approval method; after delivery, file a Statement of Abandonment before effect. D.C. Code §§ 29-204.04 to 29-204.05.
The current DLCP corporation table does not separately label a Statement of Conversion fee. Its $220 merger, interest-exchange, and lowest-tier domestication entries do not establish the conversion amount, so confirm the current charge with the filing office.
Effect, continuity, and narrow tax exemption
The LLC is the same entity without interruption. Property remains vested without transfer or impairment, liabilities continue, rights and powers remain, proceedings may substitute the LLC name, organic rules become binding, and interests convert under the plan. Conversion causes no winding up or dissolution. D.C. Code § 29-204.06(a), (g).
The section provides a conditional recordation- and transfer-tax exemption for specified filings, deeds, and real-property transfers only when holders and profit/loss allocations remain identical and stay unchanged for 12 months, apart from death or involuntary dissolution. D.C. Code § 29-204.06(h).
What trips people up
The conversion section does not restate the corporation vote. It imports the merger-approval architecture when the corporation's own rules are silent, so the board, notice, votes-cast, and voting-group provisions must be read together.
The public LLC record is attached to the Statement of Conversion and need not carry a separate signature, but it still must satisfy D.C. LLC content law.
The tax exemption is narrow and conditional. Statutory entity continuity alone does not establish income-tax treatment or preserve a license, contract, financing, or foreign registration.
Common questions
Is approval based on outstanding shares or votes cast?
Under the imported default, a majority-entitled-vote quorum is present and votes cast for must exceed votes cast against in each required group. D.C. Code §§ 29-305.25, 29-309.04(5).
Do nonvoting holders receive notice?
Yes. Every holder receives the conversion meeting notice and plan materials. D.C. Code § 29-309.04(4).
May the plan itself be filed?
Yes. A signed plan containing every required statement field may be filed in place of a separate Statement of Conversion. D.C. Code § 29-204.05(e).
Does the conversion eliminate old liabilities?
No. Liabilities continue as obligations of the same entity. D.C. Code § 29-204.06(a)(1)-(3).
Statutes and sources
- D.C. Code §§ 29-204.01 to 29-204.06 govern authority, plan, approval, amendment, abandonment, filing, effect, continuity, liability, and the conditional tax exemption. Accessed September 6, 2026.
- D.C. Code §§ 29-305.04 to 29-305.05, 29-305.25, and 29-309.04 supply the imported board, vote, consent, notice, and voting-group rules. Accessed September 6, 2026.
- D.C. Code § 29-802.01 governs the attached LLC certificate and formation conditions. Accessed September 6, 2026.
- DLCP business-corporation fee table was reviewed for a current conversion listing; its neighboring transaction entries do not supply one. Accessed September 6, 2026.
Source links
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