Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Mississippi
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Mississippi Entity Conversion and Domestication Act, Miss. Code §§ 79-37-101 to -119 and -401 to -406; ordinary domestic corporation may become a domestic LLC, or a foreign LLC with destination authorization plus Article 5 compliance (§ 79-37-401) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct conversion available; charitable organizations excluded. Foreign LLC result additionally requires destination-law authorization and Mississippi Article 5 domestication compliance. No merger/dissolution/asset-transfer substitute prescribed (§§ 79-37-401, -106) |
| Plan terms, required contents, and resulting LLC governing documents | Plan in a record states entity names/types/jurisdiction, share-conversion consideration, resulting public record and full recorded private rules, terms, and other required provisions; external facts permitted (§§ 79-37-402, -107) |
| Board adoption, recommendation, conditions, and authority | Organic-rule conversion method controls first; otherwise business-corporation merger approval is imported: board adopts, ordinarily recommends, may explain conflict/special-circumstance nonrecommendation, and may condition submission (§§ 79-37-403, 79-4-11.04(a)-(c)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Imported merger default: majority-entitled-vote quorum and more votes for than against; each converted class/series votes separately. Written consent is unanimous unless articles allow the meeting minimum; no express no-issued-share exception (§§ 79-4-7.04, -7.25, -11.04(e)-(f); 79-37-403) |
| Notice, nonvoting holders, and consent to new personal liability | Meeting: every holder gets 10-60 days' plan-purpose notice with plan and resulting documents. Less-than-unanimous consent: nonvoters and nonconsenters get same materials ≤10 days after action. Each holder gaining interest-holder liability approves in a record (§§ 79-4-7.04 to -7.05, -11.04(d); 79-37-403(a)(2)) |
| Conversion and LLC formation filings, signer, and contents | Officer/director-signed Statement of Conversion identifies both entities/jurisdictions/types, approval, effective time, and attaches the unsigned LLC Certificate of Formation; certificate states LLC name, agent information, and optional dissolution date (§§ 79-37-111, -405; 79-29-201) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Current fees: $50 conversion + $50 LLC formation. Filing-effective or delay ≤90 days; material amendments preserve affected-holder approval, and plan-based or same-method abandonment may occur before effect with postfiling statement. Correction allowed within 120 days, subject to reliance (§§ 79-37-404 to -405, -114; SOS) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity without interruption; property continues without transfer/impairment, debts/liabilities continue, proceedings continue with name substitution, governing records and share conversion take effect, and no winding up/dissolution occurs (§ 79-37-406) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Other law remains applicable; protected pre-2015 merger clauses reach conversion, and foreign-result law/process rules still apply. Continuity does not promise tax treatment, license/contract consent or continuity, securities compliance, creditor priority, or qualification (§§ 79-37-103, -401(d), -406) |
Requirements one by one
Direct conversion and the required plan
Mississippi permits an ordinary domestic corporation to become a domestic LLC directly. A foreign LLC result also requires authorization under the destination law and compliance with Mississippi's Article 5 domestication provisions. Charitable organizations cannot use Article 4. Miss. Code §§ 79-37-401 to 79-37-403.
The recorded plan identifies both entities and the destination jurisdiction, states how shares convert into interests, securities, obligations, money, other property, or acquisition rights, and includes the proposed public organic record and full text of the recorded private organic rules. For a Mississippi LLC, those layers are the Certificate of Formation and the recorded provisions of the operating agreement. Miss. Code § 79-37-402.
Corporate approval, vote, and notice
The corporation's organic rules control if they provide a conversion-approval method. Otherwise, § 79-37-403 imports the approval requirements for a merger that requires an interest-holder vote. Under those rules, the board adopts the plan, ordinarily recommends it, and may condition submission. A conflict or special circumstance can support no recommendation if the board sends its basis to shareholders. Miss. Code § 79-4-11.04(a)-(c).
At a meeting, a majority of votes entitled to be cast constitutes the ordinary quorum and more votes must favor than oppose in each voting group. Applying the imported merger rule, each class or series whose shares convert votes as a separate group. The articles or board condition may require more. Miss. Code §§ 79-4-7.25, 79-4-11.04(e)-(f).
Written action defaults to unanimity. The articles may instead authorize consents carrying the meeting minimum, delivered within the statute's 60-day collection period. Less-than-unanimous action triggers written notice within 10 days to nonconsenting voters and nonvoters, with the meeting-equivalent materials. Miss. Code § 79-4-7.04.
At a meeting, every shareholder receives 10-to-60-day notice identifying the plan as a purpose and carrying the plan plus the resulting entity's organizational documents or a summary. Miss. Code §§ 79-4-7.05, 79-4-11.04(d).
Every shareholder who will acquire interest-holder liability for obligations arising after conversion must approve in a record. The exception allowing an organic-rule liability provision and less-than-all approval expressly excludes business corporations. Miss. Code § 79-37-403(a)(2).
Statement, formation attachment, and timing
An officer or director signs the Statement of Conversion and states the signer's name and capacity. The statement identifies both entities, jurisdictions, and types; recites plan approval; states any delayed time; and attaches the Mississippi LLC's public organic record. The attached Certificate of Formation need not itself be signed. Miss. Code §§ 79-37-111, 79-37-405.
The LLC certificate states the LLC name, registered-agent information, and any chosen specific dissolution date. Miss. Code § 79-29-201.
The Secretary of State's current schedule lists $50 for filing type F0400 Conversion and $50 for the F0100 Mississippi LLC Certificate of Formation. These are distinct records, for a combined listed filing charge of $100.
The statement is effective on filing or at a specified date and time no more than 90 days later. A foreign LLC result takes effect at the later of the destination law's time and the Mississippi statement's time. Miss. Code § 79-37-405(e)-(f).
Material plan changes preserve the affected holder's approval right. The plan may be abandoned before effect under its procedure or, unless prohibited, by the original approval method. Postfiling abandonment before a delayed time requires a signed Statement of Abandonment. Miss. Code §§ 79-37-404 and 79-37-405.
A filed document may be corrected within 120 days for an inaccuracy, defective signature, or defective electronic transmission. Correction relates back except against a person who relied on the uncorrected filing and was adversely affected. Miss. Code § 79-37-114.
Continuity and boundaries
The LLC is the same entity without interruption. Property remains vested without transfer or impairment; debts, obligations, and liabilities continue; pending proceedings continue with possible substitution of the LLC name; and the LLC public and recorded private rules and the share conversion take effect. No winding up or dissolution occurs. Miss. Code § 79-37-406.
Chapter 37 leaves other law applicable. Its continuity rule does not itself promise tax treatment, contract or license consent or continuity, securities compliance, creditor priority, or foreign qualification. Miss. Code §§ 79-37-103 and 79-37-406.
What trips people up
Mississippi uses the merger rules only as the approval fallback. The transaction remains a direct conversion under Chapter 37, and its public filing is a Statement of Conversion rather than merger articles.
The public attachment and internal plan are not coextensive. The filing attaches the LLC Certificate of Formation, while the plan also carries the full text of the recorded private organic rules.
Common questions
Is the default shareholder threshold a majority of all outstanding votes?
No. At a properly quorate meeting, each required group approves when more votes favor than oppose. Written consent is different: it defaults to unanimity unless the articles authorize the meeting-equivalent minimum. Miss. Code §§ 79-4-7.04, 79-4-7.25.
Does every shareholder have to approve personal liability?
Each holder who would acquire interest-holder liability must approve that result in a record. Holders who will not acquire that liability follow the otherwise applicable voting rules. Miss. Code § 79-37-403(a)(2).
May the conversion be stopped after filing?
Yes, before a delayed effective time. The plan's procedure or original approval method governs abandonment, and a postfiling abandonment requires a signed Statement of Abandonment. Miss. Code § 79-37-404.
Statutes and sources
- 2014 Mississippi SB 2322, sent to Governor — official enactment of the Entity Conversion and Domestication Act, including plan, approval, amendment, abandonment, and appraisal structure, accessed September 6, 2026.
- 2017 Mississippi SB 2327, sent to Governor — official current text for conversion eligibility, filing signature, correction, statement, effect, and continuity, accessed September 6, 2026.
- 2012 Mississippi HB 789, sent to Governor — official current corporation merger-approval, board, vote-group, and meeting-material rules imported by the conversion act, accessed September 6, 2026.
- 2010 Mississippi HB 683, sent to Governor; current Title 79 release — LLC Certificate of Formation and current general vote/consent text and histories, accessed September 6, 2026.
- Mississippi Secretary of State fee schedule — current $50 conversion and $50 LLC Certificate of Formation filing charges, accessed September 6, 2026.
Source links
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