Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Florida
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Florida Business Corporation Act §§ 607.11930-.11932 and §§ 607.11933-.11935 plus Florida Revised LLC Act §§ 605.0201, 605.0213; domestic corporation may convert directly to domestic LLC or foreign LLC when destination organic law permits |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct route available to domestic eligible entity other than corporation or qualifying foreign eligible entity; protected pre-2020 merger provisions also apply until amended. No substitute merger required (§ 607.11930) |
| Plan terms, required contents, and resulting LLC governing documents | Required plan states converting/resulting names, destination jurisdiction/type, share/rights/securities conversion, other terms, and full written organic rules; outside facts permitted if objectively ascertainable (§ 607.11931) |
| Board adoption, recommendation, conditions, and authority | Board first adopts plan, recommends approval or explains conflict/special-circumstance nonrecommendation, and may condition shareholder approval/effectiveness (§ 607.11932(1)-(3)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Majority of votes entitled at a quorum meeting plus majority of each entitled voting group; greater statute/articles/board condition controls. Written consent may use the meeting threshold by each voting group unless articles bar it, with delivery within 60 days (§§ 607.0704, 607.11932(5)) |
| Notice, nonvoting holders, and consent to new personal liability | Meeting notice to every voting/nonvoting holder includes plan and resulting written organic rules. Each shareholder who would acquire interest-holder liability signs separate written consent; general-partner consent has an additional express rule (§ 607.11932(4), (6)-(7)) |
| Conversion and LLC formation filings, signer, and contents | Converting entity signs articles naming both entities/types/jurisdictions, reciting approval, and attaching resulting LLC public organic record; attachment need not be separately signed. May combine with another required filing. LLC record states name, principal street/mailing addresses, and agent name/Florida street address/acceptance (§§ 607.11933, 605.0201) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Official conflict: current INHS11 says $150 ($25 conversion + $125 LLC articles/agent), but current schedules facially list $35 for another ch. 607 filing plus $100 articles and $25 agent. Default effect on acceptance; delayed date/time capped at day 90. Board may abandon before effect; filed articles require abandonment statement (§§ 607.0122-.0123, 607.11933-.11935, 605.0213) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity without interruption and original organization date; property/title and contract rights remain, debts/liabilities continue, proceedings may substitute resulting name, organic records take effect, shares convert under plan/appraisal rights, and no windup/dissolution occurs (§ 607.11935) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Destination organic law controls foreign eligibility/effect; continuity preserves contract rights but does not supply required third-party consent or promise tax, license, securities, creditor-priority, or foreign-qualification treatment (§§ 607.11930, 607.11933(4), 607.11935) |
Requirements one by one
Plan, approval, and notice
Florida permits a domestic corporation to convert directly into a domestic LLC or into a foreign LLC whose organic law permits the conversion. A protected agreement's merger restriction in effect before conversion continues to apply until first amended after January 1, 2020. Fla. Stat. § 607.11930.
The required plan states both names, the destination jurisdiction and type, share and security conversion, other terms, and the full written organic rules that will govern the LLC. Objectively ascertainable outside facts may control terms. Fla. Stat. § 607.11931.
The board adopts the plan and recommends approval or explains why conflict or special circumstances support no recommendation. It may condition approval or effectiveness. Shareholders and each required voting group approve by a majority of votes entitled at a quorum meeting unless a greater rule applies. Fla. Stat. §§ 607.11930-.11932.
Every voting and nonvoting shareholder receives meeting notice with the plan and the resulting written organic rules. A shareholder who would acquire interest-holder liability separately signs written consent. Fla. Stat. § 607.11932(4), (6).
Unless the articles bar it, written consent may use the votes required at a fully attended meeting for each voting group. The consents must aggregate within 60 days, and nonconsenters and nonvoters receive a material-feature and appraisal-right notice within 10 days after sufficient consents. Fla. Stat. § 607.0704(1)-(4).
Filing, effect, abandonment, and continuity
The converting entity signs articles of conversion naming both entities, types, and jurisdictions, reciting approval, and attaching the resulting LLC's public organic record. The attachment need not be separately signed and may be combined with another required filing. The LLC record states its name, principal street and mailing addresses, and agent name, Florida street address, and written acceptance. Fla. Stat. §§ 607.11933, 605.0201.
Current official sources conflict on fees. Division Form INHS11 says $150: $25 for conversion plus $125 for LLC articles. But the current schedules list $35 for any other Chapter 607 filing, $100 for LLC articles, and $25 for agent designation. The form is dated July 2017 and cites a repealed former LLC conversion provision. Confirm the amount with the Division before filing. Fla. Stat. §§ 607.0122, 605.0213.
The articles ordinarily take effect when accepted and may specify a delayed date or time no later than the 90th day after filing. Before effectiveness, the board may abandon under the plan or its own procedure; after delivery for filing, a signed statement of abandonment is required. Fla. Stat. §§ 607.0123, 607.11934.
The LLC is the same entity without interruption and retains the original organization date. Property, title, and contract rights remain; debts and liabilities continue; the resulting name may be substituted in proceedings; the public record and private rules take effect; and shares convert under the plan and appraisal rights. The conversion requires no winding up and causes no dissolution. Fla. Stat. §§ 607.11933-.11935.
What trips people up
Do not rely on the posted form's fee and citation without checking current law. The form remains linked from the current Division page but cites the old LLC conversion section and conflicts with the current Chapter 607 filing fee by $10.
The liability consent is separate from the ordinary voting-group approval. A shareholder who will acquire interest-holder liability must sign a separate written consent. Fla. Stat. § 607.11932(6).
Common questions
Do nonvoting shareholders receive the conversion notice?
Yes. The meeting-notice subsection expressly reaches every shareholder, regardless of voting entitlement. Fla. Stat. § 607.11932(4).
May the board abandon after shareholder approval?
Yes, before effectiveness and under the plan's procedure or a board-determined procedure if the plan is silent. If articles were already delivered for filing, the corporation must file the signed abandonment statement. Fla. Stat. § 607.11934(2)-(3).
Does continuity eliminate contract or license consent?
No. Contract rights remain with the same entity, but the statute does not waive a contract, lender, landlord, licensing, regulatory, securities, tax, or foreign-qualification requirement. Fla. Stat. §§ 607.11930, 607.11935.
Statutes and sources
- Fla. Stat. §§ 607.11930-.11932 and §§ 607.11933-.11935 authorize and govern the plan, approvals, notice, filings, abandonment, effect, and continuity. Accessed September 5, 2026.
- Fla. Stat. § 607.0704 and §§ 607.0122-.0123 govern written consent, the Chapter 607 residual filing fee, and delayed effectiveness. Accessed September 5, 2026.
- Fla. Stat. §§ 605.0201 and 605.0213 state the resulting LLC record contents and LLC fee components. Accessed September 5, 2026.
- Florida Division of Corporations Form INHS11 supplies the currently posted corporation-inclusive conversion form and its conflicting fee statement. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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