Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Louisiana
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | La. R.S. §§ 12:1-950 to -955; domestic business corporation may directly become a domestic or foreign unincorporated entity, including an LLC; foreign jurisdiction must permit (§ 12:1-950(A)-(B)) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct route to Louisiana or foreign LLC through entity conversion; pre-2015 debt/contract merger terms may statutorily extend to conversion until amended, but merger is not prescribed as substitute (§ 12:1-950(A)-(B), (E)) |
| Plan terms, required contents, and resulting LLC governing documents | Plan states destination form/jurisdiction, terms, share conversion into interests/securities/obligations/rights/cash/property, and full postconversion organic documents; objective outside facts allowed (§ 12:1-951) |
| Board adoption, recommendation, conditions, and authority | Board adopts/submits and recommends unless conflict/special circumstances or § 1-826 applies, then gives basis; may condition submission on any basis (§ 12:1-952(1)-(3)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Each class/series voting group approves by majority of all votes entitled, subject to greater articles/board condition. Unanimous written consent default; articles may allow meeting-minimum consent with 60-day collection and 10-day notices (§§ 12:1-704, 12:1-952(5)) |
| 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 and future organic documents. Every holder taking owner liability separately signs written consent (§§ 12:1-705, 12:1-952(4), (7)) |
| Conversion and LLC formation filings, signer, and contents | Officer/authorized representative signs Articles of Entity Conversion stating old/new names, LLC form, approval, and embedded/attached LLC public organic document; may combine with destination-law conversion filing. File duplicate in each immovable-property parish within 30 days (§ 12:1-953(A), (D), (F)) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Louisiana LLC conversion filing $125 since Oct. 1, 2026; general effective time or delay ≤90 days. Plan permits bounded amendment; board abandonment before effect, with filed statement after conversion filing (§§ 12:1-123, -951(B), -956; R.S. 49:222; 2026 Act 921) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity without interruption; title/property, liabilities, proceedings, organic documents, and reclassified interests continue without transfer/substitution; original organization date retained (§ 12:1-955(A)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Separate tax-filing and professional-license statutes expressly apply; foreign LLC remains liable for appraisal payments and subject to Louisiana jurisdiction/process; new owner liability reaches post-effective obligations. No broader tax, license, consent, securities, priority, or qualification promise (§ 12:1-955(B)-(E)) |
Requirements one by one
Plan, approval, and notice
Louisiana permits a domestic corporation to become a domestic or foreign LLC. The plan states the destination form and jurisdiction, terms, share treatment, and full destination organic documents. La. R.S. §§ 12:1-950 to -951.
The board adopts, submits, and ordinarily recommends the plan, explaining a conflict/special-circumstances decision not to recommend; it may condition submission. Each separate class or series voting group approves by a majority of all votes entitled, subject to a greater articles or board condition. Every holder receives 10-to-60-day plan-and-organic-document notice. Each person taking owner liability separately signs written consent. La. R.S. §§ 12:1-705 and 12:1-952.
Filing, fees, and immovable property
For a Louisiana LLC, an officer or authorized representative files Articles of Entity Conversion containing or attaching the destination LLC's public organic document; the filings may be combined. La. R.S. § 12:1-953(A), (D).
The fee is $125 under Act 921, effective October 1, 2026. If the corporation owns Louisiana immovable property, a duplicate original must reach each relevant parish conveyance record within 30 days after delivery to the Secretary. La. R.S. §§ 12:1-953(F) and 49:222.
Before effect, the board may abandon without another shareholder vote unless the plan says otherwise. If conversion articles already were filed, a signed abandonment statement must be filed before effect. La. R.S. § 12:1-956. The fee increase was enacted in 2026 La. Acts 921, §§ 1-2.
Continuity and owner liability
The LLC is the same uninterrupted entity with its original organization date. Property title, liabilities, proceedings, organic records, and converted interests continue without transfer or substitution. A shareholder who becomes personally liable is liable only for post-effective obligations. La. R.S. § 12:1-955.
What trips people up
Louisiana expressly extends a pre-2015 debt instrument or contract's merger clause to a corporation conversion when the document omitted conversion, until that term is amended. La. R.S. § 12:1-950(E).
Common questions
Do nonvoting holders get notice?
Yes. Every holder receives the plan notice and destination organic documents. La. R.S. § 12:1-952(4).
Can shareholders act by written consent?
Yes. Unanimity is the default; the articles may authorize the meeting-minimum threshold, with a 60-day collection period and postaction notices. La. R.S. § 12:1-704.
Does conversion itself settle tax or licensing compliance?
No. The conversion effect section expressly applies separate tax-filing and professional-license provisions rather than promising continuity. La. R.S. § 12:1-955(E).
Statutes and sources
- La. R.S. §§ 12:1-950 to -955 — conversion authority, plan, approval, filing, effect, liability, and continuity (official Legislature; accessed October 2, 2026).
- La. R.S. §§ 12:1-704 to -705 — written consent and meeting notice (official Legislature; accessed October 2, 2026).
- La. R.S. § 49:222 and 2026 La. Acts 921 — filing fee effective October 1, 2026 (official Legislature; accessed October 2, 2026).
Source links
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