Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in New York
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | No corporation-to-LLC route in complete current Business Corporation Law index; LLC Law § 1006 reaches partnership/limited partnership only |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | No direct statutory route found for domestic business corporation → domestic or foreign LLC; this survey does not prescribe a merger, dissolution, or asset-transfer substitute (BCL complete index; LLC Law § 1006) |
| Plan terms, required contents, and resulting LLC governing documents | Not applicable to a direct corporation-to-LLC conversion; § 1006's conversion agreement belongs only to partnerships and limited partnerships |
| Board adoption, recommendation, conditions, and authority | Not applicable; current BCL contains no direct corporation-to-LLC conversion procedure |
| Shareholder vote, class/series groups, written consent, and unanimity | Not applicable; current BCL contains no direct corporation-to-LLC conversion vote or consent rule |
| Notice, nonvoting holders, and consent to new personal liability | Not applicable; current BCL contains no direct conversion notice or new-liability-consent procedure |
| Conversion and LLC formation filings, signer, and contents | No corporation-to-LLC conversion certificate authorized; LLC Law § 1006's certificate is expressly for a partnership or limited partnership |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Not applicable to a direct corporation-to-LLC conversion; no authorized filing means no direct-route fee, delayed date, abandonment, or correction rule |
| Property, contracts, debts, proceedings, owner interests, and continuity | Not applicable; no corporation-to-LLC same-entity continuity rule appears in the surveyed current statutes |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | No direct-route answer; do not infer that another transaction preserves tax, licenses, contracts, creditor rights, securities compliance, or qualification |
What the current statutes provide
New York's complete current Business Corporation Law index covers formation, finance, shareholders, directors, amendments, mergers and share exchanges, dissolution, receivership, foreign corporations, and specialized corporation forms, but contains no conversion article or section. N.Y. Bus. Corp. Law complete chapter index.
The complete Limited Liability Company Law index has one conversion section in its merger article. That section says only a partnership or limited partnership may convert to an LLC and names the filing as a certificate converting the partnership or limited partnership. It does not include a business corporation. N.Y. Ltd. Liab. Co. Law complete chapter index and § 1006(a)-(b), (e).
The direct corporation-to-LLC plan, board, shareholder, notice, liability- consent, filing, fee, delayed-effect, abandonment, and continuity dimensions are therefore not applicable. This survey does not prescribe a merger, dissolution, asset transfer, new formation, or tax election as a substitute.
What trips people up
The word “conversion” does appear in the LLC Law, but its actor definition and authorization are limited to partnerships and limited partnerships. A filing service or form for § 1006 is not authority for converting a corporation.
Common questions
Can the partnership conversion section be used by a corporation?
No. Its authorization names only a partnership or limited partnership. N.Y. Ltd. Liab. Co. Law § 1006(b).
Does “no direct route” mean another transaction will work?
This survey does not answer that question. A merger, dissolution, asset transfer, new formation, or tax election is a different transaction with its own approvals, filings, liabilities, tax effects, and third-party requirements.
Statutes and sources
- New York Business Corporation Law complete index lists the entire current chapter and contains no conversion article or section. Accessed September 5, 2026.
- New York Limited Liability Company Law § 1006 authorizes and governs conversion only for a partnership or limited partnership. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does New York law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current New York law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace