Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Maine
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Maine Business Corporation Act, 13-C M.R.S. §§ 102(39), 951 to 958; domestic corporation may convert directly into a domestic or foreign LLC, but foreign law must permit and governs a foreign result (§§ 952, 957) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct route to Maine LLC or foreign LLC; LLC is an “unincorporated entity.” No merger substitute is needed under this route, but destination foreign law must authorize it (§§ 102(39), 952(1)-(2)) |
| Plan terms, required contents, and resulting LLC governing documents | Required plan states LLC type/jurisdiction, terms, share-conversion basis, and full resulting public/private organic documents; external facts allowed. Postapproval amendments cannot alter owner consideration, organic documents beyond comparable restatement changes, or materially harm holders (§ 953) |
| Board adoption, recommendation, conditions, and authority | Board adopts and submits plan, ordinarily recommends it, explains a conflict/special-circumstance or § 827 nonrecommendation, and may condition submission on any basis. All-holder written consent removes every board resolution (§ 954(1)-(3), (9)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Majority of all entitled votes as one group plus majority of all entitled votes in every class/series; board/articles may require more, while articles may lower each group only to majority votes cast at a majority-entitled-vote quorum. § 704 consent applies; all-holder consent, including nonvoters, triggers the special shortcut (§§ 704, 954(5)-(6), (9)) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder gets 10–60 day meeting notice (3–60 for close corporation) stating purpose and carrying plan copy/summary plus resulting organic documents. Less-than-unanimous § 704 consent brings 10-day notices; each holder gaining owner liability separately signs written consent (§§ 704-705, 954(4), (8)-(9)) |
| Conversion and LLC formation filings, signer, and contents | Maine LLC result: officer/authorized-representative Articles of Entity Conversion state old/new names, LLC type, and approval, and contain or attach LLC public organic document; current MBCA-21 directs attachment of signed MLLC-6 Certificate of Formation. Foreign LLC result uses Articles of Charter Surrender (§§ 955-956; 31 M.R.S. §§ 1531, 1676) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Current forms list $145 MBCA-21, $90 foreign-result MBCA-21B, and $35 postfiling abandonment MBCA-21C. Filing-effective or delayed no later than day 90; board may abandon before effect unless plan says otherwise, with filed statement after filing; ordinary correction relates back except as to adverse reliance (§§ 125-126, 953(2), 958; SOS) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Maine LLC is same entity without interruption and keeps original organization date; title remains, liabilities remain, proceedings continue, shares convert under plan, and public/private organic documents take effect. New owner liability reaches only post-effect obligations (§ 957(1), (3)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Foreign destination law controls foreign-result effect. Pre-July 1, 2003 debt instruments/contracts and governance provisions addressing mergers but not conversion are deemed to address conversion until amended; statute supplies no general tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion (§§ 952(2), (5), 954(7)) |
Requirements one by one
Direct route, plan, and approvals
Maine treats an LLC as an unincorporated entity and permits a domestic business corporation to convert directly into a Maine LLC. A foreign LLC result is also available when its jurisdiction permits the conversion; that jurisdiction's law governs the foreign result. 13-C M.R.S. §§ 102(39), 952.
The required plan states the LLC type and any foreign jurisdiction, the terms and conditions, how shares become interests, securities, obligations, rights, cash, or property, and the full text of the LLC's resulting public and private organic documents. Objective external facts may control plan terms. Once shareholders approve, an authorized amendment cannot change their consideration, the resulting organic documents beyond the comparable statutory allowance, or another term in a way that materially harms a shareholder. 13-C M.R.S. § 953.
The board adopts the plan, submits it to holders, and ordinarily recommends it. If conflicts, special circumstances, or § 827 make the board withhold a recommendation, it supplies the basis; it may condition submission on any basis. The ordinary vote is a majority of all votes entitled as one group plus a separate majority of all votes entitled in every class or series. The articles may permit a lower majority-of-votes-cast standard only at a quorum holding at least a majority of entitled votes; the board or articles may demand more. 13-C M.R.S. § 954(1)-(6).
Notice, consent, and appraisal
Meeting notice goes to every holder, including nonvoters, ordinarily 10 to 60 days before the meeting or 3 to 60 days for a close corporation. It identifies the conversion purpose and includes the plan or a summary plus the LLC's resulting organic documents. 13-C M.R.S. §§ 705, 954(4).
Section 704 ordinarily permits unanimous written consent by voting holders, or the meeting-equivalent minimum when the articles authorize it. Less-than- unanimous consent requires notice to nonvoting and nonconsenting voting holders within 10 days. A different shortcut applies when every shareholder, including every nonvoter, signs: no board resolution is needed and holders receive neither conversion notice nor dissent rights. Otherwise, this conversion carries the appraisal rights identified in 13-C M.R.S. § 1302(8). Each shareholder who will acquire owner liability must separately consent in writing. 13-C M.R.S. §§ 704, 954(8)-(9).
Domestic and foreign filings
For a Maine LLC result, an officer or other authorized representative signs and files Articles of Entity Conversion. They state the corporation's old and new names, the surviving entity type, and due approval, and they contain or attach the LLC's public organic document. Current Form MBCA-21 specifically directs a Maine LLC result to attach Form MLLC-6. That certificate states the LLC name and registered-agent information and must be signed by at least one authorized person; the LLC agreement and one-member minimum remain separate formation conditions. 13-C M.R.S. § 955; 31 M.R.S. §§ 1531, 1676.
A foreign LLC result instead uses officer- or representative-signed Articles of Charter Surrender. They identify the corporation, the conversion and approval, the foreign jurisdiction, and, for a nonfiling entity, its postconversion executive-office address. 13-C M.R.S. § 956.
Effective time, abandonment, correction, and continuity
The current forms page lists a $145 filing fee for MBCA-21, $90 for the foreign- result charter surrender, and $35 for MBCA-21C abandonment. An accepted record takes effect when filed, at another stated time that day, or at a delayed time and date no later than the 90th day. 13-C M.R.S. § 125.
Unless the plan says otherwise, the board may abandon an approved conversion without another holder vote before effectiveness. If the conversion record was already filed for a delayed effective date, an officer or representative files the abandonment statement before that date. A correction may address an inaccuracy or execution or transmission defect; it relates back except for a person who relied on the original and would be harmed. 13-C M.R.S. § 126 and § 958.
At effectiveness, title to tangible and intangible property remains in the Maine LLC, liabilities remain its liabilities, and a pending proceeding continues as though conversion had not occurred. The filed or attached public organic document and the plan's private organic document govern the LLC, shares convert under the plan, and the LLC is the same entity without interruption with the original organization date. A shareholder accepting owner liability is liable only for surviving-entity obligations arising after effectiveness. 13-C M.R.S. § 957(1), (3).
What trips people up
The all-holder shortcut means all holders, not merely all holders entitled to vote. That broader consent removes board action, conversion notice, and appraisal or dissent; ordinary § 704 consent does not automatically do all three. 13-C M.R.S. § 954(9).
The Articles of Entity Conversion do not replace the LLC's public organic content. Section 955 requires that content in or attached to the conversion record, and current MBCA-21 directs a Maine LLC result to attach MLLC-6.
Older documents have a special bridge rule. A pre-July 1, 2003 debt instrument or contract provision addressing a merger but not conversion is deemed to address conversion until amended; a comparable pre-2003 articles, bylaws, or director/shareholder agreement provision is treated similarly, except a term eliminating or limiting voting or appraisal rights. 13-C M.R.S. §§ 952(5), 954(7).
Common questions
Must every shareholder approve?
Not ordinarily. The baseline is a majority of all votes entitled as one group and in each separate class or series, subject to the permitted article and board variations. But every holder who takes new owner liability separately consents in writing, and only consent from every holder—including nonvoters—earns the board, notice, and appraisal shortcut. 13-C M.R.S. § 954(5)-(6), (8)-(9).
Is the LLC certificate a separate later filing?
No separate later sequence appears in the domestic-result form. MBCA-21 directs the filer to attach MLLC-6 to the Articles of Entity Conversion, consistent with § 955's contain-or-attach rule.
Does conversion erase existing liabilities or lawsuits?
No. Liabilities remain with the Maine LLC, and pending proceedings continue as if conversion had not occurred. 13-C M.R.S. § 957(1)(B)-(C).
Does statutory continuity settle taxes, licenses, contracts, or foreign qualification?
No. The conversion provisions establish entity, property, liability, proceeding, and owner-interest continuity for a Maine result; they do not supply a general tax, licensing, securities, creditor-priority, contract-consent, or foreign- qualification conclusion. A foreign jurisdiction's law controls the effect of a foreign LLC result. 13-C M.R.S. §§ 952(2), 957.
Statutes and sources
- 13-C M.R.S. Chapter 1 and Chapter 9 define an LLC within the conversion chapter, authorize domestic and foreign routes, impose the legacy-contract rule, and govern the plan and amendments. Accessed September 6, 2026.
- 13-C M.R.S. § 954 governs board action, holder approval, voting groups, notice, owner-liability consent, legacy governance terms, and the all-holder shortcut. Accessed September 6, 2026.
- 13-C M.R.S. §§ 704 to 705 provide general written-consent and notice mechanics and meeting-notice timing. Accessed September 6, 2026.
- 13-C M.R.S. §§ 955 to 958 govern domestic and foreign filings, continuity, owner liability, and abandonment. Accessed September 6, 2026.
- 13-C M.R.S. §§ 125 to 126 govern filing effectiveness, delay, and correction. Accessed September 6, 2026.
- 13-C M.R.S. § 1302 grants appraisal rights for a conversion to an unincorporated entity. Accessed September 6, 2026.
- 31 M.R.S. §§ 1531 and 1676 govern the attached LLC Certificate of Formation, separate LLC agreement and member conditions, and signature. Accessed September 6, 2026.
- Maine Secretary of State business-corporation forms and MBCA-21 identify the current domestic conversion filing, MLLC-6 attachment, fees, and abandonment and foreign-result forms. Accessed September 6, 2026.
Source links
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