Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Illinois
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Entity Omnibus Act, 805 ILCS 415/101-206, supplemented by the Business Corporation Act and destination LLC law; domestic business corporation to domestic or authorized foreign LLC |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct statutory conversion exists; destination may be an Illinois LLC or a foreign LLC whose law authorizes conversion; another lawful route remains possible but is not the direct conversion (§§ 106, 201) |
| Plan terms, required contents, and resulting LLC governing documents | Record-form plan states both entity names/types and destination jurisdiction, share-to-interest/consideration treatment, resulting LLC formation record, full record-form operating agreement, conditions, and other required terms; entity retains the plan (§§ 107, 202) |
| Board adoption, recommendation, conditions, and authority | Follow organic-rule conversion approval first; otherwise imported merger path uses board resolution approved by majority of all directors and directs shareholder submission; plan may carry conditions; no favorable-recommendation rule (§ 203; 805 ILCS 5/11.05, 11.15) |
| Shareholder vote, class/series groups, written consent, and unanimity | Absent an organic-rule conversion procedure, imported merger threshold is ⅔ of all entitled votes plus ⅔ of each required class/series, adjustable by articles no lower than majority; less-than-unanimous written consent may use the meeting minimum with 5-day advance notice; unanimous approval independently suffices (§§ 108, 203; 805 ILCS 5/7.10, 11.20) |
| Notice, nonvoting holders, and consent to new personal liability | Imported merger path sends every record holder the plan/summary and dissent information 20-60 days before the meeting; written-consent notice reaches entitled voters; each holder acquiring new personal liability separately approves in a record (§ 203; 805 ILCS 5/7.10, 7.15, 11.15) |
| Conversion and LLC formation filings, signer, and contents | Converting corporation's authorized signer files EOA 205 with entity names/types, approval recital, effective time, and signed LLC formation document; Illinois LLC articles state name, principal office, purpose, agent/office, member confirmation, managers/authorized members, duration, and organizers (§ 205; 805 ILCS 180/5-5) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Current EOA 205 fee $100 plus attached LLC formation document and its $150 fee; filing or later date/time ≤90 days; amendment and pre-effective abandonment allowed, with $100 EOA 204/304 after filing; no conversion-specific correction rule in Article 2 (§§ 204-205) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity without interruption; property and liabilities continue; rights/powers/purposes continue subject to other law or plan; name may change in proceedings; LLC public/private rules bind; shares convert; no dissolution; new owner liability only for later debts (§ 206) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Other law and governmental approvals remain applicable; no tax, licensing, contract-consent, securities, creditor-priority, or foreign-qualification promise; foreign destination law must authorize, and Illinois service-of-process rules remain (§§ 103-104, 201, 206(e)) |
Requirements one by one
Direct route and plan
Illinois permits a business corporation to convert directly into an Illinois LLC. A foreign LLC destination is available only when its home law authorizes the conversion. The Act leaves other lawful structures available without turning them into this direct statutory route. 805 ILCS 415/106, 201.
The corporation approves a record-form plan naming and typing both entities, stating the destination jurisdiction and share-to-interest or consideration mechanics, and including the LLC's proposed public formation document and full record-form private organic rules. The plan may use defined external facts, must carry the other terms and conditions, and must be retained under the corporation's record policy. 805 ILCS 415/107, 202.
Approval, meeting notice, and written consent
The corporation follows any conversion-approval procedure in its organic rules. If those rules do not address conversion, the Act imports the organic- law and organic-rule requirements for a shareholder-voted merger as if the conversion were that merger. On that ordinary imported path, a majority of all directors approves by resolution and directs shareholder submission. Illinois states no favorable board-recommendation requirement. 805 ILCS 415/203(a)(1); 805 ILCS 5/11.05, 11.15.
The imported merger threshold is two-thirds of all votes entitled to vote, plus two-thirds of each separately voting class or series. The articles may set a lower or higher number, but not below a majority of all entitled votes and a majority of each required class or series. Unanimous owner approval also satisfies the Entity Omnibus Act unless organic law or rules provide otherwise. 805 ILCS 415/108, 203; 805 ILCS 5/11.20.
For a meeting on the imported route, every record holder receives the plan or a summary and dissent-procedure information, and the special merger notice window is 20 to 60 days. Unless the articles displace it, written consent may instead carry the votes required at a fully attended meeting. Less-than- unanimous consent requires written notice to all entitled voters at least five days before execution and prompt later notice to nonsigners. 805 ILCS 5/7.10, 7.15, 11.15.
Each holder who will acquire personal liability for post-conversion debts must separately approve in a record. That holder-specific requirement sits beside, not inside, the imported corporation vote. 805 ILCS 415/203(a)(2).
Filing, fees, effectiveness, and continuity
An authorized signer files Statement EOA 205 on behalf of the corporation. The statement identifies both entity names and types, recites proper approval, and attaches the signed text of the LLC's public organic document. The Illinois LLC articles state the name, principal office, purpose, registered agent and office, member confirmation, managers and manager-authority members, duration, and each organizer. 805 ILCS 415/205; 805 ILCS 180/5-5.
The current Secretary of State table and EOA 205 list $100 for the conversion statement, and the form requires the destination formation document and fee to be attached. The same current table lists $150 for LLC articles, making the two listed filing components $250 before any expedited charge. EOA 205 permits effectiveness on filing or at a stated date and time no more than 90 days after filing. 805 ILCS 415/205(b)(3), (f).
The plan may prescribe its amendment and abandonment methods. Specified consideration, governing-document, or materially adverse amendments return to the affected voters. After the statement is filed but before effectiveness, the corporation files an abandonment statement; current Form EOA 204/304 lists a $100 fee. Article 2 states no conversion-specific correction procedure. 805 ILCS 415/204.
At effectiveness, the LLC is the same entity without interruption. Property and liabilities continue; rights, powers, privileges, immunities, and purposes continue subject to other law and the plan; the new name may be substituted in pending proceedings; the articles and record-form operating agreement bind; and shares convert under the plan. Conversion causes no winding up or dissolution, and newly acquired owner liability reaches only liabilities that arise afterward. 805 ILCS 415/206.
What trips people up
The plan must include the full record-form operating agreement, and those private rules become binding at effectiveness. Treating the operating agreement as an optional post-filing cleanup misses a required plan component. 805 ILCS 415/202(a)(5), 206(a)(8).
The shareholder threshold comes from a two-step instruction: § 203 first asks for the corporation's own conversion rule, then imports the shareholder-voted merger procedure only when that rule is absent. The articles, bylaws, and all share classes therefore must be checked before applying the two-thirds default.
Common questions
Is every conversion subject to the two-thirds vote?
No. A conversion provision in the corporation's organic rules controls first. When none exists, the ordinary imported merger route uses two-thirds of all entitled votes and each required class or series, subject to an articles-based threshold no lower than a majority. 805 ILCS 415/203; 805 ILCS 5/11.20.
May shareholders act without a meeting?
Yes, unless the articles displace the consent route. The required votes may sign, but less-than-unanimous consent carries five-day advance notice to every entitled voter and prompt post-action notice to nonsigners. 805 ILCS 5/7.10.
May the corporation abandon after filing?
Yes, only before effectiveness. It must file the signed abandonment statement before the conversion statement takes effect. 805 ILCS 415/204(c).
Does same-entity continuity settle tax, contracts, or licenses?
No. Other law and required governmental approvals remain applicable. The statute does not promise tax treatment, contract or lender consent, license or permit continuity, securities compliance, creditor priority, or foreign qualification. 805 ILCS 415/103-104, 206.
Statutes and sources
- 805 ILCS 415/103-111 preserves other-law requirements, regulatory approvals, alternative lawful routes, external facts, unanimous approval, and the other entity statutes. Accessed September 5, 2026.
- 805 ILCS 415/201-206 governs direct conversion authority, plan, approval, filing, abandonment, effectiveness, and continuity. Accessed September 5, 2026.
- 805 ILCS 5/11.05, 11.15, and 11.20 supply the imported board, notice, shareholder, and class approval rules. Accessed September 5, 2026.
- 805 ILCS 5/7.10 and 7.15 govern written consent and meeting notice timing. Accessed September 5, 2026.
- 805 ILCS 180/5-5 states the attached Illinois LLC articles' required contents. Accessed September 5, 2026.
- Illinois Secretary of State Form EOA 205 is the current March 2026 conversion form and states its fee, attachment, and signature instructions. Accessed September 5, 2026.
- Illinois Secretary of State LLC forms and fees lists current EOA 205, EOA 204/304, and LLC 5.5 charges. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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