Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Oregon
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | ORS 60.470-.478; Oregon corporation may become another Oregon business entity, including LLC, or a foreign LLC when destination law permits and its requirements are met (§ 60.472(1)-(2)) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct route to Oregon or foreign LLC; merger rules supply approval procedure only, not a substitute transaction (§§ 60.472, 60.474(1)(a)) |
| Plan terms, required contents, and resulting LLC governing documents | Plan states before/after names/types, material terms, conversion of interests into resulting/other interests or obligations, cash/property, and any destination organizational-document information; other terms allowed (§ 60.472(3)-(4)) |
| Board adoption, recommendation, conditions, and authority | Imported merger route: board adopts, resolves to submit, and may condition submission on any basis; no recommendation or no-recommendation explanation rule (§§ 60.474(1), 60.487(1)-(3)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Each separately entitled voting group ordinarily approves by majority of all votes entitled; greater chapter/articles/board condition controls. Unanimous written consent default; articles may authorize meeting-minimum consent with notices (§§ 60.211, 60.487(5)-(6)) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder receives 10-60 day meeting notice stating conversion purpose with plan copy/summary; consent route gives nonvoters advance or prompt notice. No separate new-liability consent; pre/post liability follows applicable law (§§ 60.211, 60.214, 60.478(1)(f)) |
| Conversion and LLC formation filings, signer, and contents | File Articles of Conversion naming before/after entity types/names plus plan, or declaration giving plan-office address and promising owners free copies. Plan carries destination organic-record requirements; no separate LLC filing prescribed (§§ 60.472(3)(e), 60.476(1)) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Current domestic-result conversion fee $100; effect is later of filed-record time and destination law, with delay capped at day 90. Before articles, plan/board route may abandon without shareholder action; articles correction fixes incorrect/defective filing (§§ 60.011, .014, .474(2), .476(2), .487(9); SOS schedule) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Entity continues; property/title vest without reversion; contractual, tort, statutory, and administrative obligations continue; proceedings continue or substitute LLC; interests convert under plan (§ 60.478(1)(a)-(e)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Foreign result must apply for Oregon authority if continuing in-state business; shareholders retain dissent rights; assumed-name registration ordinarily continues. No tax, license, private-consent, securities, creditor-priority, or qualification guarantee (§§ 60.472(2)(d)-(e), 60.478(1)(h), (2)(a)) |
Requirements one by one
Direct route, plan, and approval
Oregon permits a corporation to become a domestic or foreign LLC when the destination law allows it. The plan names both forms, summarizes material terms, states owner-interest treatment, and adds destination organic-record information. ORS § 60.472.
Approval imports the merger procedure: board adoption and submission, optional conditions, and ordinarily a majority of all votes entitled in each separate group. Every holder receives 10-to-60-day notice with the plan or summary. Unanimous written consent is the default, while the articles may authorize meeting-minimum consent with required notices. ORS §§ 60.211, 60.214, 60.474, and 60.487.
The imported approval sequence itself is in ORS § 60.487(1)-(6), while §§ 60.474 to 60.476 connect that sequence to conversion and its filing.
Articles, fee, and timing
The corporation files articles naming both entities plus either the plan or a declaration identifying where it is kept and promising owners free copies. The current final-entity fee is $100 for a domestic LLC or $275 for a foreign LLC. ORS § 60.476; current Secretary fee schedule.
Conversion takes effect at the later of the filed-record time and destination law, with a 90-day filing delay ceiling. Before articles are filed, the board or plan procedure may abandon without further shareholder action, subject to contract rights. ORS §§ 60.011, 60.474(2), 60.476(2), and 60.487(9).
Continuity
The entity continues. Property title remains vested; contract, tort, statutory, and administrative obligations continue; proceedings continue or substitute the LLC; and owner interests convert under the plan. Pre- and postconversion owner liability follows the law applicable in each period. ORS § 60.478.
What trips people up
A foreign LLC result must apply for Oregon authority if it will continue doing business in Oregon and meet the other authorization requirements. ORS § 60.472(2)(d)-(e).
Common questions
Do nonvoting shareholders get notice?
Yes. The imported procedure expressly gives every holder notice, whether or not entitled to vote. ORS § 60.487(4).
Must the full plan be filed publicly?
No. A declaration may instead identify its office location and promise a free copy to any owner. ORS § 60.476(1)(b).
Does the assumed business name end automatically?
Ordinarily no for an LLC destination; the existing registration continues. ORS § 60.478(1)(h).
Statutes and sources
- ORS §§ 60.472-.478 and 60.487 — authority, plan, approval, articles, abandonment, effect, and continuity (official Oregon Legislature; accessed September 6, 2026).
- ORS §§ 60.011, 60.014, 60.211, and 60.214 — delayed effect, correction, written consent, and meeting notice (official Oregon Legislature; accessed September 6, 2026).
- Oregon Secretary of State Business Registry Fee Schedule — current domestic- and foreign-result conversion fees (accessed September 6, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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