Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Nevada

At a glance

Requirements one by one

Direct conversion, plan, and approvals

Nevada's entity definition includes corporations and LLCs, and a domestic entity other than a nonprofit corporation may convert into a different domestic entity type. A Nevada corporation therefore may become a Nevada LLC directly. It may instead become a foreign LLC only if the destination law permits the conversion and the resulting entity complies with that law. NRS §§ 92A.045, 92A.105, and 92A.195.

The written plan states both entity names and governing jurisdictions, the terms and conditions, the share-conversion or cancellation basis, and the full text of the resulting LLC's articles. The statute permits other terms but does not identify the operating agreement as a required plan attachment. NRS § 92A.105.

The board adopts the plan and ordinarily recommends it. A conflict or special board-composition circumstance can support no recommendation if the board communicates its basis, and the board may condition submission on any basis. A majority of total stockholder voting power ordinarily approves; Chapter 92A, the articles, a class or series resolution, or the board's condition may require more or require class voting. NRS § 92A.120(1)-(5).

Unless the articles or bylaws provide otherwise, holders may approve in signed written consents carrying the voting power required for the action. Nevada's conversion provisions do not state a separate exception for a corporation with no issued shares. NRS § 78.320; NRS § 92A.120(5), (7).

Notice and additional liability approval

For a meeting, every stockholder—including a holder without a vote—receives notice identifying consideration of the conversion plan as a purpose and including the plan or a summary. General Chapter 78 procedure gives voting holders 10 to 60 days' written meeting notice. NRS § 78.370; NRS § 92A.120(4).

Written consent dispenses with the meeting and its general notice. Because a corporate conversion creates statutory dissent rights, however, the corporation must send written postaction notice and the statutory dissenter notice to all record holders entitled to assert those rights. NRS § 78.320(3); NRS §§ 92A.380, 92A.410.

An officer, director, or stockholder who will have owner liability for the resulting LLC's obligations must also approve the plan. More generally, a previously protected owner does not acquire personal liability unless the owner consents through action connected with the plan. NRS § 92A.120(8); NRS § 92A.260.

Paired filing, fees, and effective time

For a Nevada LLC result, the corporation files Articles of Conversion together with the LLC's Articles of Organization and the registered-agent information required by the statutes. The conversion articles state both entity names and jurisdictions and that the plan was adopted in compliance with Nevada law; an officer signs for the corporation. The LLC articles identify the LLC, organizers, management form and initial managers or managing members, plus any series or restricted-company status. NRS §§ 92A.205, 92A.230; NRS § 86.161.

If the public articles omit the complete plan, they identify the resulting entity's plan location, and the resulting LLC supplies a requested copy to an owner without charge. NRS §§ 92A.205(3), 92A.220.

The statutory filing charges are $350 for Articles of Conversion and $75 for the LLC articles, or $425 for those two records. The separate $150 initial-list charge is due when the LLC articles are filed unless the company selects an allowed alternative due date. NRS § 92A.210; NRS §§ 86.263, 86.561.

The conversion takes effect on filing or at a stated date and time no more than 90 days later; a delayed date without a time means 12:01 a.m. Pacific time. Before filing, the plan procedure controls abandonment or, if silent, the board may abandon subject to contract rights. After filing and before a delayed time, termination must follow the plan and use signed Articles of Termination. NRS §§ 92A.170, 92A.175, 92A.240.

Because Chapter 86's definition of LLC articles includes conversion articles, the resulting LLC may correct an inaccurate, defective, or erroneously filed covered record through a $175 Certificate of Correction. The correction relates back except against protected adverse reliance. NRS §§ 86.022, 86.568.

Continuity and limits

The conversion continues the corporation's existence in the resulting LLC. Real estate and other property vest without reversion or impairment, liabilities continue, a pending proceeding continues or substitutes the LLC, and shares convert under the plan. The corporation does not wind up or dissolve. NRS §§ 92A.250(3), 92A.260.

That continuity provision does not say that contracts or licenses continue, and it does not decide taxes, securities compliance, creditor priority, qualification in another jurisdiction, or required third-party consent. A foreign LLC result remains subject to its destination law. NRS §§ 92A.195, 92A.250.

What trips people up

Nevada requires two formation-stage public records for a domestic result: Articles of Conversion and LLC Articles of Organization. The $350 conversion fee and $75 charter fee are correspondingly separate, while the initial-list fee is another obligation with its own timing rule.

Written consent removes the general meeting notice, but it does not erase the postaction notice owed to record holders entitled to dissent. NRS § 78.320(3) and NRS § 92A.410 govern different notice questions.

Common questions

Must every stockholder approve?

Not ordinarily. The default conversion threshold is a majority of total stockholder voting power. Separate approval is required from an officer, director, or holder who will acquire owner liability, and governing records or a board condition may require more. NRS § 92A.120(5), (8).

Is the operating agreement part of the statutory plan?

Nevada expressly requires the full text of the resulting LLC's charter documents, meaning its articles, but § 92A.105 does not list the operating agreement as a mandatory plan item.

May the board stop the conversion after stockholder approval?

Before filing, yes under the plan's procedure or, if it is silent, by board action subject to contract rights. After filing, the transaction can be terminated before a delayed effective time only through the plan procedure and Articles of Termination. NRS §§ 92A.170, 92A.175, 92A.240.

Statutes and sources

• Nevada Revised Statutes Chapter 92A — direct conversion authority, plan, corporate approval, notice, liability consent, filings, fees, timing, termination, dissent notice, effect, and continuity (current official text stamped April 15, 2026; accessed September 6, 2026).
• Nevada Revised Statutes Chapter 78 — stockholder written consent and meeting-notice timing (current official text stamped April 15, 2026; accessed September 6, 2026).
• Nevada Revised Statutes Chapter 86 — LLC articles, initial list, filing fees, and correction (current official text stamped April 15, 2026; accessed September 6, 2026).