Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Kentucky
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | KRS §§ 275.376-.377; domestic business corporation may directly become a Kentucky LLC. Section 275.376 also reaches foreign source corporation, but states no Kentucky-corporation-to-foreign-LLC route |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct statutory route to Kentucky LLC; written plan, corporate approval, and destination articles govern. Merger is not prescribed as substitute (§ 275.376(1)-(3), (11)) |
| Plan terms, required contents, and resulting LLC governing documents | Written plan states corporation name, terms, destination LLC articles and written operating agreement if any, and how shares become membership interests/obligations/securities, cash, or property; other conversion terms allowed (§ 275.376(2)-(4)) |
| Board adoption, recommendation, conditions, and authority | Board approves, recommends unless conflict/special circumstances support no recommendation and basis is communicated with plan, and may condition submission on any basis (§ 275.376(2), (5)-(6)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Each separately entitled voting group approves by majority of all votes entitled, subject to greater chapter/articles/board condition; amendment-equivalent terms trigger group vote. Unanimous written consent default; articles may allow at least 80% (§§ 271B.7-040, 275.376(8)-(9)) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder gets 10-60 day meeting notice stating conversion purpose with plan copy/summary; consent action gives nonvoters 10-day advance material. No separate new-liability consent stated; written operating agreement binds resulting members (§§ 271B.7-040, -050, 275.376(7), 275.377(2)(d)) |
| Conversion and LLC formation filings, signer, and contents | File LLC Articles of Organization with ordinary LLC fields plus conversion statement, former name, each group's designation/outstanding shares/entitled votes, and sufficient-vote or votes-for recital. Current form uses organizer signature, agent consent, and LLC formation fields (§ 275.376(11); Form KLC) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Current Form KLC fee $40; filing-time or stated delay capped at day 90, date-only at 5 p.m. Before filing, board/plan abandonment without more shareholder action, subject to contract rights; delayed filing may be withdrawn before effect for same fee. No conversion-specific correction rule (§§ 14A.2-070 to -080, 275.376(10), (12)) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity; property/contract rights and privileges remain vested without assignment; obligations continue; proceedings continue or substitute LLC; written operating agreement binds each resulting member (§ 275.377) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Statute preserves obligations and contract rights during abandonment; it makes no tax, license, private-consent, securities, creditor-priority, or foreign-qualification promise (§§ 275.376(10), 275.377) |
Requirements one by one
Plan, approval, and notice
Kentucky requires a written plan containing the destination LLC articles and any written operating agreement, the terms, and share treatment. The board approves and ordinarily recommends it, explaining a conflict/special- circumstances decision not to recommend; it may condition submission. KRS § 275.376(1)-(9) supplies the plan and complete approval sequence.
Each separately entitled voting group ordinarily approves by a majority of all votes entitled. Every voting and nonvoting holder receives 10-to-60-day meeting notice stating the conversion purpose with a plan copy or summary. Unanimous written consent is the default; articles may authorize an 80% route with advance notice to required nonvoters. KRS § 271B.7-040 supplies consent, while § 271B.7-050 supplies meeting timing; KRS § 275.376(7)-(9) supplies the conversion-specific notice and vote.
Destination articles, fee, and timing
The corporation files LLC Articles of Organization adding the conversion statement, former name, and each voting group's outstanding shares, entitled votes, and approval result. The current form calls for an organizer's signature and charges $40. KRS § 275.376(11); Form KLC.
Conversion takes effect on filing or at a stated time up to 90 days later. Before filing, the board or plan method may abandon without further shareholder action, subject to contract rights. A delayed filing may be withdrawn before effect, with a fee equal to the original. KRS § 14A.2-070 governs delay, § 14A.2-080 governs withdrawal, and § 275.376(10)-(12) governs conversion abandonment, filing, and effect.
Continuity
The LLC is the same entity. Property, contracts, rights, privileges, immunities, and obligations remain; a pending matter continues or substitutes the LLC; and the written operating agreement binds each resulting member. KRS § 275.377.
What trips people up
Kentucky's direct section produces a Kentucky LLC; it does not state a domestic- corporation-to-foreign-LLC route. KRS § 275.376.
Common questions
Do nonvoting holders receive notice?
Yes. Section 275.376(7) expressly requires notice to each shareholder whether or not entitled to vote.
Can the board abandon after shareholder approval?
Yes, before the LLC articles are filed, subject to contract rights and the plan's procedure. KRS § 275.376(10).
Does the operating agreement bind converted shareholders?
Each person becoming a member is bound by the written operating agreement. KRS § 275.377(2)(d).
Statutes and sources
- KRS §§ 275.376-.377 — direct route, plan, approval, notice, destination filing, abandonment, effect, and continuity (official LRC; accessed September 6, 2026).
- KRS §§ 271B.7-040 to -050 — written consent and meeting notice (official LRC; accessed September 6, 2026).
- KRS §§ 14A.2-070 to -080 — delayed effect and withdrawal (official LRC; accessed September 6, 2026).
- Kentucky Secretary of State Form KLC — current organizer execution and filing fee (accessed September 6, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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