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

At a glance

Requirements one by one

Direct route, plan, and imported corporation approval

Indiana permits a domestic business corporation to convert directly into a domestic LLC or a foreign LLC whose law authorizes conversion. The statute excludes nonprofit and specified mutual-insurer transactions from this chapter. IC 23-0.6-4-1.

The required record-form plan names and types both entities, gives the destination jurisdiction, states how shares become interests or other consideration, and includes the proposed public organic record and full text of the record-form private organic rules. IC 23-0.6-4-2.

The corporation's organic rules control if they provide a conversion-approval procedure. Otherwise Indiana imports its approval rules for a merger requiring an owner vote. Under that route the board adopts, submits, and recommends the plan unless conflict or special circumstances support no recommendation and the basis is communicated; the board may condition submission. Each separately entitled voting group ordinarily approves by a majority of all votes entitled to be cast, subject to a greater statute, articles term, or board condition. Amendment-equivalent provisions can create separate groups. IC 23-0.6-4-3 and IC 23-1-40-3.

Meeting and consent notice; new liability

Every shareholder, voting or nonvoting, receives meeting notice 10 to 60 days before the meeting. It states the conversion purpose and includes the plan or a summary. IC 23-1-29-5 and IC 23-1-40-3(d).

Unanimous written consent always works. For a corporation without a registered public voting class, the articles may require otherwise; absent that change, meeting-minimum consent works. Sufficient consents arrive within 60 days of the earliest signature. Required nonvoters and nonconsenting voters receive the action and meeting-equivalent materials within 10 days after sufficient consents or authorized tabulation. IC 23-1-29-4.

Every holder who will acquire owner liability separately consents in writing. For a business corporation, the alternative organic-rule exception in the general conversion approval section does not apply. IC 23-0.6-4-1(d) and IC 23-0.6-4-3(a)(2).

Conversion and LLC filings, fees, and timing

The converting corporation signs articles stating both entity names, types, and jurisdictions, approval, and any delayed time. A domestic LLC's public organic record is attached and need not be signed separately; a signed plan containing the filing information may substitute for the articles. IC 23-0.6-4-5.

The LLC articles state the name, Indiana registered agent and office, perpetual or limited duration, whether managers are provided, and any other lawful terms. IC 23-18-2-4.

Electronic filing costs $20 for the conversion articles and $75 for the LLC articles, totaling $95. Other filing costs $30 and $100, totaling $130. IC 23-0.5-9-19 and IC 23-0.5-9-49.

The conversion is effective on filing or at a stated date and time no more than 90 days later. A foreign result waits for both its organic law and Indiana's filing. IC 23-0.5-2-3 and IC 23-0.6-4-5(h).

Amendment, abandonment, correction, and continuity

The plan may prescribe amendment, but holders retain approval rights over changed consideration, the resulting organic record or rules, and materially adverse terms. Before effect, the plan may be abandoned as provided in it or by the approval route. If articles were delivered, signed abandonment articles must be filed before effect; the filing costs $20 electronically or $30 otherwise. IC 23-0.6-4-4 and IC 23-0.5-9-50.

Indiana also permits general pre-effect withdrawal and correction of inaccurate, defectively signed, or defectively transmitted filings. Correction articles cost $20 electronically or $30 otherwise. IC 23-0.5-2-4 to IC 23-0.5-2-5 and IC 23-0.5-9-35.

At effectiveness, the LLC is the same entity without interruption. Property remains vested; debts, obligations, liabilities, rights, and proceedings continue; public and private organic rules take effect; and interests convert under the plan. The corporation need not wind up or dissolve, and newly imposed holder liability reaches only post-effective obligations. IC 23-0.6-4-6.

What trips people up

The corporation-approval rules are not restated inside the conversion article. When organic rules do not supply a conversion procedure, IC 23-0.6-4-3 imports the vote-required merger approval route in IC 23-1-40-3.

Foreign conversion has a two-clock condition: it becomes effective only at the later of destination-law effectiveness and Indiana filing effectiveness. IC 23-0.6-4-5(h).

Common questions

Is unanimous shareholder approval required?

Not ordinarily. The imported default is a majority of all votes entitled to be cast by each separately entitled group, subject to governing rules. A holder accepting owner liability separately consents in writing. IC 23-1-40-3(e)-(f) and IC 23-0.6-4-1(d).

Are LLC articles filed separately?

They are attached as the public organic record, and the statute does not require a separate signature on that attachment. IC 23-0.6-4-5(b)(5), (e).

Does continuity guarantee tax or licensing treatment?

No. The statute continues the entity, property, liabilities, rights, and proceedings. It does not supply a tax result, license, contract consent, securities compliance, creditor priority, or out-of-state qualification. IC 23-0.6-4-6.

Statutes and sources

• IC 23-0.6-4 governs conversion authority, plan, approval, filing, effect, liability, and abandonment. Accessed September 5, 2026.
• IC 23-1-40-3 supplies the vote-required corporation approval route. Accessed September 5, 2026.
• IC 23-1-29-4 to -5 govern written consent and meeting notice. Accessed September 5, 2026.
• IC 23-18-2-4 supplies the attached LLC article contents. Accessed September 5, 2026.
• IC 23-0.5-2 and IC 23-0.5-9 govern filing effect, withdrawal, correction, and fees. Accessed September 5, 2026.