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

At a glance

Requirements one by one

Direct route and conversion agreement

Kansas permits a domestic corporation to become a Kansas LLC directly. It may instead become a foreign LLC if that jurisdiction's law authorizes the conversion. K.S.A. §§ 17-78-401 to 17-78-403.

The agreement is kept in a record and states the entities' names and types, the destination jurisdiction, how shares convert into interests, securities, obligations, acquisition rights, cash, or other property, and the other terms. It includes the resulting public organic document and the full text of recorded private organic rules. K.S.A. § 17-78-402.

Imported corporate approval and notice

If the corporation's organic rules provide a conversion-approval method, that method controls. Otherwise, Kansas imports the approval requirements for a merger requiring a stockholder vote. The board then adopts a resolution approving the agreement and declaring it advisable. K.S.A. § 17-78-403(a)(1); K.S.A. § 17-6701(b).

The imported default is approval by a majority of all outstanding stock entitled to vote. Section 17-6701 does not itself require each affected class or series to vote separately. A corporation that had issued no shares before the board resolution uses the merger rule's no-vote exception. K.S.A. § 17-6701(c)(3), (f)(2).

Every voting and nonvoting holder receives at least 20 days' meeting notice with the agreement or a brief summary. Written or electronic consent may use the same minimum voting power as a meeting where all entitled shares are present; the required consents must arrive within 60 days of the first delivery. Prompt postaction notice goes to qualifying nonconsenters after less-than-unanimous action. K.S.A. §§ 17-6518, 17-6701(c)(2).

Each holder who will acquire interest-holder liability for obligations arising after effectiveness must separately approve in a record. The exception for a preapproved organic-rule provision expressly does not apply to corporations. K.S.A. § 17-78-403(a)(2).

Conversion certificate, attached LLC articles, and timing

An officer signs the Certificate of Conversion under the filing statute's perjury affirmation. The certificate identifies both entities, jurisdictions, and types, states any delayed effective time, and attaches the Kansas LLC's unsigned Articles of Organization. A signed agreement containing the same public information may be filed instead. K.S.A. §§ 17-78-405, 17-78-601.

The attached LLC articles state the name, resident agent, and Kansas registered office, plus any chosen optional terms. K.S.A. § 17-7673.

The current paper CDD instructions list a combined $165 charge for the conversion certificate and LLC Articles of Organization and state that online filing is unavailable. Both records and their fees are submitted together.

The 2025 amendment allows a domestic certificate to say that the agreement will be approved before the certificate becomes effective, so statutory filing may precede internal approval when effectiveness is delayed. Current Form CDD, however, certifies that the conversion “is approved.” The form and transaction record therefore must be reconciled before signing. K.S.A. § 17-78-405(b)(4); current Form CDD.

Effect occurs on filing or at a stated date and time no more than 90 days later. Before effect, the agreement may be amended or terminated under its procedure or the original approval method; material changes preserve affected-holder approval. Postfiling termination requires a signed Certificate of Termination. K.S.A. §§ 17-78-404 to 17-78-405.

An inaccurate, defective, or erroneously executed filing may be corrected by a Certificate of Correction or corrected document. It relates back except for people substantially and adversely affected, and the fee equals the then-current fee for the corrected record. K.S.A. § 17-7912.

Continuity and boundaries

The Kansas LLC is the same entity without interruption. Property remains vested without assignment, reversion, or impairment; liabilities continue; pending proceedings may substitute the LLC name; the public and recorded private rules bind their covered parties; and shares convert under the agreement. No winding up or dissolution occurs. K.S.A. § 17-78-406.

The Act leaves other law and required governmental approvals in place. Its continuity rule does not promise tax treatment, contract or license consent or continuity, securities compliance, creditor priority, or qualification in another jurisdiction. K.S.A. §§ 17-78-103 to 17-78-104.

What trips people up

Kansas imports merger approval, not the merger transaction itself. The filing is still a Certificate of Conversion with LLC Articles of Organization, not a merger certificate.

The current statute and current form describe approval timing differently. The statute permits completion before a delayed effective time; Form CDD uses a completed-approval certification. Signing that certification before the fact would not match its words.

Common questions

Is stockholder approval based on votes cast?

No. The imported merger default requires a majority of all outstanding stock entitled to vote. K.S.A. § 17-6701(c)(3).

Does every class vote separately?

Not automatically under the imported section. Separate rights may arise from the articles or another applicable rule, but § 17-6701(c) states one majority-of-outstanding-stock default.

May the conversion be stopped after filing?

Yes, before a delayed effective time. Termination follows the agreement or the original approval method, and a filed certificate then requires a Certificate of Termination. K.S.A. § 17-78-404(b)-(c).

Statutes and sources

• K.S.A. §§ 17-78-401 to -406 — current direct authority, agreement, approval, liability consent, amendment, termination, filing, timing, effect, and continuity; Kansas Revisor, accessed September 6, 2026.
• K.S.A. §§ 17-6518 and 17-6701 — current corporation consent and imported merger board, notice, vote, and no-issued-share rules; Kansas Revisor, accessed September 6, 2026.
• K.S.A. §§ 17-7673, 17-78-601, and 17-7912 — LLC articles, conversion signer and filing, and correction; Kansas Revisor, accessed September 6, 2026.
• Kansas Secretary of State Form CDD and permanent 2026 fee regulations — current paired paper filing, $165 total, approval certification, and effective date; accessed September 6, 2026.