Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Missouri
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Mo. Rev. Stat. § 351.409 governs a Missouri business corporation's direct conversion to a Missouri or foreign LLC; nonprofit conversion is excluded (§ 351.409(1), (3), (10)) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct statutory conversion is available to an LLC organized under Missouri or another jurisdiction; this survey does not treat the separate merger provisions as a substitute (§ 351.409(1), (3)) |
| Plan terms, required contents, and resulting LLC governing documents | No separate statutory plan is prescribed; the board resolution must approve conversion and specify the destination entity type. Shares may become cash, property, rights, securities, destination or third-entity interests, or be cancelled (§ 351.409(2), (7)) |
| Board adoption, recommendation, conditions, and authority | Board adopts a resolution approving conversion, specifies the destination entity type, recommends shareholder approval, and submits it at an annual or special meeting; no express conditioning rule (§ 351.409(2)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Every outstanding share, voting and nonvoting, must approve; no-issued-share corporation needs no shareholder vote. General written-consent statute permits meeting action when all shareholders entitled to vote sign (§§ 351.409(2), (9), 351.273) |
| Notice, nonvoting holders, and consent to new personal liability | Mail every voting and nonvoting holder notice of meeting time and purpose at the record address at least 20 days before the meeting; no separate new-liability consent appears, but all outstanding shares must approve (§ 351.409(2)) |
| Conversion and LLC formation filings, signer, and contents | Corporation files officer-signed certificate naming corporation (and original name if changed), original-articles date, destination name/jurisdiction, approval, Missouri process consent/Secretary appointment, and mailing address. Missouri LLC articles are a separate formation filing (§§ 351.409(3), 351.046(6)-(7), 347.037-.039) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Statutory bases: $50 conversion certificate; Missouri LLC articles $45 online/$100 otherwise; each chapter authorizes an additional $5 through Dec. 31, 2026. Up to 90-day delayed date; $5 correction routes; no conversion-specific abandonment filing (§§ 351.048-.049, 351.127, 351.658(16), 347.055, 347.179, 347.740) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity for Missouri law; rights, powers, property, title, debts due, and causes of action stay vested; creditor rights/liens and debts/liabilities/duties remain; no winding up or dissolution unless resolution says otherwise; shares convert as authorized (§ 351.409(5)-(8)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Preconversion obligations, personal liability, and choice of law are unaffected; creditor rights and liens remain. Statute makes no tax, license, contract-consent, securities, or foreign-qualification promise (§ 351.409(5), (8)) |
Requirements one by one
Direct route, board resolution, and unanimous approval
Missouri gives its domestic business corporations a direct route to a Missouri or foreign LLC. A separate plan is not prescribed. Instead, the board adopts a resolution approving the conversion, specifies the destination entity type, recommends shareholder approval, and submits the resolution to an annual or special meeting. Mo. Rev. Stat. § 351.409(1)-(2).
Every outstanding share must vote for the resolution—even stock that otherwise has no vote. The corporation mails each voting and nonvoting holder notice of the meeting's time and purpose at least 20 days beforehand. If no shares were issued before the board acted, no shareholder vote is needed. The general written-consent rule gives meeting action the effect of a unanimous vote when all shareholders entitled to vote sign written consents. Mo. Rev. Stat. §§ 351.409(2), (9) and 351.273.
Conversion certificate and Missouri LLC articles
The corporation files a certificate with its present and, if different, original name; original-articles filing date; destination name and jurisdiction; approval recital; consent to Missouri process; Secretary of State appointment; and process-mailing address. The chair, president, or another officer signs under the corporation filing rule; the certificate and its effective time are covered in Mo. Rev. Stat. § 351.409(3)-(4), with execution governed by § 351.046.
For a Missouri destination, the LLC chapter separately says the LLC forms when articles of organization are filed. Those articles state its name, purpose, registered agent and office, management choice, duration, and every organizer's name and physical address. The statutes do not combine the conversion certificate and LLC articles into one record. Mo. Rev. Stat. §§ 347.037 and 347.039.
Fees, delayed effect, and correction
The statutory conversion-certificate fee is $50. Missouri LLC articles carry a $45 online or $100 other-method base fee. Each chapter separately authorizes an additional $5 technology fee through December 31, 2026. The certificate may delay effectiveness for no more than 90 days. The corporation and LLC filing chapters each provide a $5 correction route, but the conversion section does not prescribe an abandonment or withdrawal filing. Mo. Rev. Stat. §§ 351.048, 351.049, 351.127, 351.658, 347.055, 347.179, and 347.740.
Continuity without a transfer
The resulting LLC is the same entity for Missouri-law purposes. Rights, powers, property, title, debts due, and causes of action remain vested without being deemed transferred; creditor rights and liens are preserved, and debts, liabilities, and duties remain enforceable. Preconversion obligations, personal liability, and choice of law are unaffected. Unless the resolution says otherwise, no winding up, liability payoff, asset distribution, or dissolution is required. Mo. Rev. Stat. § 351.409(5)-(8).
What trips people up
The unanimity denominator includes nonvoting stock. A majority of the shares that ordinarily vote is not enough: every outstanding share must be voted for the conversion. Mo. Rev. Stat. § 351.409(2).
Missouri's two filing chapters also matter at the end of 2026. The temporary $5-fee authorizations in both chapters expire after December 31, while the base fees remain. Mo. Rev. Stat. §§ 351.127 and 347.740.
Common questions
Can a Missouri nonprofit use this conversion section?
No. The section expressly says it does not authorize nonprofit-corporation conversion. Mo. Rev. Stat. § 351.409(10).
Must the corporation dissolve first?
No. Unless the conversion resolution provides otherwise, the statute says the corporation need not wind up and the conversion is not a dissolution. Mo. Rev. Stat. § 351.409(6).
What may happen to the corporation's shares?
They may become cash, property, rights, securities, interests in the destination or another entity, or may be cancelled. The transaction record must settle that choice even though § 351.409 does not prescribe a separate statutory plan. Mo. Rev. Stat. § 351.409(7).
Statutes and sources
- Mo. Rev. Stat. § 351.409 — direct authority, board resolution, unanimous all-share approval, notice, certificate, effect, continuity, no-issued-share rule, and nonprofit exclusion (official Missouri Revisor; accessed September 6, 2026).
- Mo. Rev. Stat. §§ 351.046, 351.048-.049, 351.127, 351.273, and 351.658 — signer, delayed effectiveness, correction, temporary additional fee, written consent, and certificate fee (official Missouri Revisor; accessed September 6, 2026).
- Mo. Rev. Stat. §§ 347.037, 347.039, 347.055, 347.179, and 347.740 — Missouri LLC articles, formation, correction, base filing fees, and temporary additional fee (official Missouri Revisor; accessed September 6, 2026).
Source links
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