Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in North Dakota
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | N.D.C.C. §§ 10-19.1-104.1 to -104.6 plus LLC §§ 10-32.1-20, -92; domestic corporation may convert directly into domestic or foreign LLC if destination governing statute authorizes, permits, and is followed. General partnership is expressly excluded (§ 10-19.1-104.1) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct North Dakota or qualifying foreign LLC route; no substitute merger/dissolution/asset-transfer prescription. Foreign law must authorize and permit conversion; general-partnership destination unavailable (§ 10-19.1-104.1(1)) |
| Plan terms, required contents, and resulting LLC governing documents | Required plan in a record states both names/forms, terms, owner-interest conversion into interests/money/property, and resulting LLC organizational records—articles, operating agreement/bylaws, and member-control agreement—plus desired provisions (§§ 10-19.1-104.1(2)(i), -104.2) |
| Board adoption, recommendation, conditions, and authority | Board act approves resolution containing plan; shareholder act follows. Section states no board recommendation, recommendation exception, or free-standing conditioning power. Plan amendments follow same two acts and remain subject to contract rights (§ 10-19.1-104.3(1)(a)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Meeting default is greater of majority voting power present or majority of minimum quorum; each class/series votes separately. Written action defaults unanimous; articles unanimously adopted to allow less may use meeting-equivalent voting power, never below majority of all entitled power, with 5-day notice (§§ 10-19.1-74 to -76, -104.3) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder receives written meeting notice 14–50 days before, stating purpose and carrying plan/amendment copy or short description; written action carries same material. No separate consent to new LLC owner liability stated (§ 10-19.1-104.3(1)(b)) |
| Conversion and LLC formation filings, signer, and contents | Signed Articles of Conversion state both names/forms, destination jurisdiction, approvals, plan without organization records, and attach originating record. Domestic result also files LLC Articles of Organization and receives conversion/creation certificates; foreign result transacting in North Dakota adds authority application. LLC articles state name, agent, principal executive office, and organizers (§§ 10-19.1-104.4; 10-32.1-20) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Domestic base $50 conversion + $135 LLC creation = $185; abandonment $50. Conversion effective when both filings complete or later date in conversion articles; LLC record caps delayed organization at 90 days. Before filing, board may abandon preapproval; postapproval needs shareholder act or plan conditions. After filing, file abandonment articles (§§ 10-19.1-104.5 to -104.6, -147; 10-32.1-20, -92) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity; property, debts/obligations, proceedings, rights/powers, and plan terms continue, while ownership interests convert into LLC interests, money, or property. LLC takes destination-law duties/liabilities; dissent rights may apply (§ 10-19.1-104.6(2)-(3)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Foreign destination must satisfy its law; foreign result doing business in North Dakota files authority application, otherwise consents to local obligation jurisdiction and Secretary service. No general tax, license, securities, creditor-priority, or contract-consent conclusion; plan amendment subject to contract rights (§§ 10-19.1-104.1, -104.3, -104.4(2)(b), -104.6(4)-(5)) |
Requirements one by one
Direct route, plan, and approvals
North Dakota permits a corporation to convert directly into a domestic or foreign LLC, but the destination's governing statute must authorize and permit the transaction and be followed. A general-partnership destination is excluded. N.D.C.C. § 10-19.1-104.1(1).
The required plan is a record stating the two entity names and forms, terms, owner-interest conversion into LLC interests, money, or property, and all resulting organizational records. For an LLC, those records include its Articles of Organization, operating agreement or bylaws, and any member-control agreement. N.D.C.C. §§ 10-19.1-104.1(2)(i), 10-19.1-104.2.
A board act first approves the resolution containing the plan, and a shareholder act follows. The section imposes no recommendation recital or special recommendation exception. An amendment uses the same two acts and remains subject to contractual rights. N.D.C.C. § 10-19.1-104.3(1)(a).
Vote, notice, and written action
Each class or series votes separately. At a meeting, the ordinary threshold is the greater of a majority of voting power present or a majority of the minimum quorum; the default quorum is a majority of entitled voting power. N.D.C.C. §§ 10-19.1-74, 10-19.1-76.
Written action defaults to every entitled holder. Articles unanimously adopted to authorize a lower threshold may instead use the meeting-equivalent voting power, never less than a majority of all entitled power; all holders receive the text and effective date within five days. N.D.C.C. § 10-19.1-75.
Meeting notice goes to every voting and nonvoting holder 14 to 50 days before the meeting, states the conversion purpose, and includes the plan or a short description. Written action includes or attaches the same plan material. N.D.C.C. § 10-19.1-104.3(1)(b).
Domestic and foreign filings
Signed Articles of Conversion state both entity names and forms, destination jurisdiction, approval under both governing statutes, the plan without organizational records, and a copy of the LLC's originating record. For a North Dakota LLC, the filing also includes its Articles of Organization; the Secretary issues both conversion and creation certificates. N.D.C.C. § 10-19.1-104.4(1)-(2).
The LLC Articles of Organization state the name, registered-agent information, principal executive office, and each organizer. They may set a delayed organization date no more than 90 days after filing. N.D.C.C. § 10-32.1-20(2).
If the foreign LLC will transact business in North Dakota, the conversion filing also includes its application for authority. A foreign result not conducting activities in the state instead supplies an office address for obligation enforcement and receives only the conversion certificate. N.D.C.C. § 10-19.1-104.4(1)(f), (2)(b).
Fees, abandonment, and continuity
The conversion articles cost $50, and the domestic LLC creation filing costs $135, producing a $185 base. A foreign result doing business in North Dakota adds its authority fee. Articles of abandonment cost $50. N.D.C.C. §§ 10-19.1-147(5)-(6), 10-32.1-92(1).
Before plan approval, the board may abandon. After holder approval and before effect, abandonment needs a shareholder act or must follow plan conditions. After filing but before effectiveness, the corporation files Articles of Abandonment stating the governing route. N.D.C.C. § 10-19.1-104.5.
Conversion is effective when the required filings are complete or on a later date stated in the conversion articles, subject to the domestic LLC record's 90-day cap. The LLC is the same entity; property remains vested, debts and obligations continue, proceedings may continue as though conversion had not occurred, rights and powers remain, plan terms take effect, and owner interests convert under the plan. N.D.C.C. § 10-19.1-104.6(1)-(3).
A shareholder may dissent from an adopted conversion plan and seek fair value, subject to the complete statutory procedure. N.D.C.C. § 10-19.1-87.
What trips people up
The plan and the public filing are different records. The Articles of Conversion include the plan without organizational records and separately attach the LLC's originating record.
Postapproval abandonment is not automatically a board-only choice. It requires a shareholder act unless the plan itself authorizes abandonment and all of its conditions are satisfied. N.D.C.C. § 10-19.1-104.5(1).
The statute requires each class and series to vote separately, even though the ordinary vote formula comes from the general shareholder-action provision.
Common questions
Is a simple majority of all outstanding shares always required?
No. Meeting approval uses the greater of a majority of voting power present or a majority of the minimum quorum, and every class or series votes separately. The articles may require more. N.D.C.C. §§ 10-19.1-74, 10-19.1-104.3.
Can holders approve by written action?
Yes. The default is unanimity, but unanimously authorized articles may permit the meeting-equivalent threshold, never below a majority of all entitled voting power. N.D.C.C. § 10-19.1-75.
Does the filing include the entire operating agreement?
The plan includes the resulting organizational records, including the operating agreement or bylaws and any member-control agreement. The public Articles of Conversion include the plan without those organizational records and attach the LLC's originating record. N.D.C.C. §§ 10-19.1-104.2, 10-19.1-104.4.
Does conversion erase old obligations?
No. Debts and other obligations continue with the same entity, and pending proceedings may continue as though conversion had not occurred. N.D.C.C. § 10-19.1-104.6(2).
Statutes and sources
- N.D.C.C. Chapter 10-19.1 contains the current shareholder, dissent, conversion, abandonment, continuity, foreign-result, and fee rules. Accessed September 6, 2026.
- N.D.C.C. Chapter 10-32.1 supplies the current LLC Articles of Organization content, 90-day delayed date, and $135 creation fee. Accessed September 6, 2026.
Source links
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