Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Georgia

At a glance

Requirements one by one

Georgia LLC and foreign LLC are separate routes

A Georgia business corporation may convert directly into a Georgia LLC under O.C.G.A. §§ 14-2-1109.1 and 14-11-212. A separate § 14-2-1109.3 route reaches a foreign LLC only if that jurisdiction permits the conversion.

For a Georgia LLC, the plan states the LLC name, the share-to-member-interest mechanics or operating-agreement reference, any later effective time, the LLC articles, and the written operating agreement. If the conversion mechanics are not separately in the plan, the operating agreement states them and makes plan approval deemed execution by the new members. Terms may turn on clearly specified external facts. O.C.G.A. § 14-2-1109.1(c), (f).

The foreign-LLC plan is narrower: it states the manner and basis for converting shares into destination interests, securities, obligations, or other securities, and may add other provisions. Its effect follows destination law and the plan. O.C.G.A. § 14-2-1109.3(a)-(b), (g).

Board submission, notice, and unanimous owner approval

The board adopts and submits the plan. It recommends approval unless conflicts or special circumstances support no recommendation or a recommendation against the plan, in which case it sends shareholders the basis. The board may condition submission. Meeting notice to each holder entitled to vote is due 10 to 60 days before the meeting and carries the purpose and plan or summary. O.C.G.A. § 14-2-1103(b)-(d) supplies the recommendation, conditioning, and plan-notice rules; §§ 14-2-705, 14-2-1109.1(b), (d), and 14-2-1109.3(c) supply the remaining authority and timing.

All shareholders must approve either domestic or foreign conversion. That unanimity leaves no separate class threshold or conversion-specific no-issued- share exception. Written action is documented by dated consents describing the action, accompanied by the meeting materials or an express waiver, delivered to the corporation, and aggregated within 60 days. O.C.G.A. §§ 14-2-704, 14-2-1109.1(d)(2), 14-2-1109.3(c)(2).

The conversion provisions do not add a separate personal-liability consent. For a Georgia LLC, however, the plan includes the written operating agreement and may state that approval is deemed execution by the future members. With all shareholders approving, the liability consequences of those terms should not be collapsed into an ordinary class vote. O.C.G.A. § 14-2-1109.1(c)(5), (d)(2).

Domestic certificate, articles, fees, and continuity

After approval, the corporation files a custom certificate of conversion. It states the corporation's name and jurisdiction, the election and approval, any later effective time, that compliant LLC articles are filed with it, and the share conversion or cancellation terms or operating-agreement statement. The articles must state the LLC name and may state manager management. A board chair, president, or other officer signs and states name and capacity. O.C.G.A. §§ 14-2-120, 14-2-1109.1(h), 14-11-204, 14-11-212(b).

The Secretary of State's March 2026 matrix requires the custom certificate, LLC articles, CD 231 transmittal, and $105. It identifies that amount as a $95 filing fee plus $10 service charge. The certificate may delay effectiveness no later than the 90th day after filing. O.C.G.A. §§ 14-11-206(f), 14-11-1101.

At effectiveness the LLC is the same continuing entity and keeps the corporation's original start date. Rights, property, contract rights, debts due, liabilities, claims, creditor rights, and liens continue without a transfer; shares convert or cancel; and the former governing documents end. The election is not a dissolution. O.C.G.A. § 14-11-212(c)-(d).

Amendment, abandonment, correction, and foreign filing

The plan may authorize amendment before effectiveness, but shareholder-approved authority must expressly cover a postapproval change that adversely changes consideration or another material term. After filing and before effectiveness, an officer or authorized representative files a certificate of amendment. Unless the plan says otherwise, the board may abandon before effectiveness without another shareholder action, subject to contract rights. An incorrect or defectively executed filing may be corrected through articles of correction. O.C.G.A. §§ 14-2-124, 14-2-1109.1(e), (g).

For a foreign LLC, Georgia receives a conversion certificate naming the corporation and foreign entity, giving the destination jurisdiction and later effect, reciting approval, revoking the former agent, appointing the Secretary of State for preconversion obligations, and supplying a process-mailing address. The current matrix lists $105, without Georgia LLC articles. If the foreign LLC will transact business in Georgia and Title 14 requires authority, it must separately qualify. O.C.G.A. § 14-2-1109.3(h)-(j).

What trips people up

Georgia requires every shareholder's approval even though the meeting-notice cross-reference reaches holders entitled to vote. Do not mistake the narrower notice audience for a lesser approval denominator. O.C.G.A. § 14-2-1109.1(d), § 14-2-1109.3(c).

The $105 domestic amount is not a conversion fee plus a second ordinary LLC formation fee. The current matrix describes one $105 package containing the certificate, LLC articles, and CD 231, matching § 14-11-1101's $95 certificate- of-election fee plus the current $10 service charge.

Common questions

Is a merger required first?

No. Sections 14-2-1109.1 and 14-11-212 create a direct election into a Georgia LLC. A merger is a different statutory transaction.

Does Georgia provide a conversion form?

No. The Secretary of State FAQ says there is no conversion form and requires a certificate prepared to the Georgia Code. Its current matrix requires a certificate complying with § 14-11-212, LLC articles, and CD 231.

May the board abandon after unanimous approval?

Yes, before effectiveness, unless the plan provides otherwise. The plan's procedure controls; if it is silent, the board determines the method, subject to contract rights. O.C.G.A. § 14-2-1109.1(g).

Does conversion guarantee tax or contract treatment?

No. Domestic continuity preserves contract rights and the optional real-property recording carries no Georgia real-estate transfer tax, but the statutes do not promise federal or other tax treatment, third-party consent, licensing, securities compliance, creditor priority, or foreign qualification. O.C.G.A. §§ 14-11-212(c), (e), 14-2-1109.3(h), (k).

Statutes and sources

• O.C.G.A. §§ 14-2-704, -705, -1103, -1109.1, and -1109.3 govern plan adoption, board action, notice, unanimous approval, written consent, amendment, abandonment, and both destination routes. Accessed September 5, 2026.
• O.C.G.A. §§ 14-2-120 and -124 state the signer and correction rules. Accessed September 5, 2026.
• O.C.G.A. §§ 14-11-204, -206, -212, and -1101 govern the Georgia LLC articles, delayed effect, certificate, continuity, and statutory filing fee. Accessed September 5, 2026.
• Georgia Secretary of State Entity Conversion Matrix lists the current domestic and foreign LLC packages, fees, and qualification boundary. Accessed September 5, 2026.
• Georgia Secretary of State Business Division FAQ confirms that the conversion certificate has no agency form and must be prepared to the Code. Accessed September 5, 2026.