Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Rhode Island
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Current R.I. Gen. Laws §§ 7-1.2-1008 and 7-16-5.1 to -8 govern an ordinary Rhode Island corporation becoming a domestic or foreign LLC. Current Chapter 7-16 remains through 2027; 2026 P.L. ch. 247 replaces it Jan. 1, 2028 |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct statutory route to Rhode Island or foreign LLC; § 7-1.2-1008(a) authorizes conversion to “a limited liability company” and does not prescribe a substitute merger. Domestic result also follows § 7-16-5.1; no winding up or dissolution by default (§§ 7-1.2-1008(f), 7-16-5.1(g)) |
| Plan terms, required contents, and resulting LLC governing documents | No separate statutory plan. Board adopts a resolution approving conversion and specifying resulting entity type; shares may become or be exchanged for/cancelled into interests, securities, rights, cash, or property. Domestic LLC agreement is approved by same authorization as conversion (§§ 7-1.2-1008(b), (g); 7-16-5.1(h)-(i)) |
| Board adoption, recommendation, conditions, and authority | Board adopts approval resolution, specifies resulting type, recommends conversion, and submits it to annual/special meeting; general written consent may replace meeting but not board resolution. Current sections state no board-conditioning or postapproval abandonment rule (§§ 7-1.2-707, 7-1.2-1008(b)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Every outstanding share, voting or nonvoting, approves; no separate additional class threshold because unanimity reaches all shares. § 7-1.2-707 permits written consent, but the conversion threshold still requires every outstanding share. No-holder vote if no shares issued before board resolution (§§ 7-1.2-707, 7-1.2-1008(b), (i)) |
| Notice, nonvoting holders, and consent to new personal liability | Meeting notice mailed to every holder at record address at least 20 days before meeting, stating time and purpose; no upper bound stated. Unanimous written consent may replace meeting. No separate consent to new owner liability is stated; preconversion personal liability remains unaffected (§§ 7-1.2-707, 7-1.2-1008(b), (e)) |
| Conversion and LLC formation filings, signer, and contents | Domestic result files certificate plus signed LLC Articles of Organization. Certificate signed for corporation and LLC states creation date/jurisdiction, prior and LLC names, approval, service appointment/address, and optional future time; articles state name, resident agent, federal-tax election, principal office if known, management/managers, and signer. Foreign result files Form 611A certificate without Rhode Island LLC articles (§§ 7-1.2-105, -1008(c); 7-16-5.1(b)-(c), 7-16-6 to -7) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Current schedule: Form 611/611A conversion certificate no fee/not online; Rhode Island LLC Articles of Organization $150 ($6 enhanced online fee shown, but confirm combined-conversion method); corporate correction $50. Filing or stated delay ≤90 days. No conversion-specific abandonment or resolution-amendment rule in current §§ 7-1.2-1008/7-16-5.1 (§§ 7-1.2-105, 7-16-8, 7-16-65; SOS) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity under Rhode Island law; rights, powers, property, debts due, and causes remain; creditor rights/liens unimpaired; debts/liabilities/duties attach without deemed transfer. Shares exchange/convert or cancel; no winding up/dissolution by default (§§ 7-1.2-1008(f)-(h), 7-16-5.1(d)-(g), (i)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | All state fees/taxes due must be paid; prior obligations, personal liability, and preconversion choice of law survive. Statutory continuity does not settle tax treatment, licenses, securities, contract consent, creditor priority, or foreign qualification. Re-research LLC-side conversion under replacement ch. 7-16.1 for Jan. 1, 2028 transactions (§§ 7-1.2-1008(c)-(e); 2026 P.L. ch. 247) |
Requirements one by one
Direct route, resolution, and unanimous approval
Rhode Island permits a domestic corporation to convert directly into a Rhode Island or foreign LLC. The current corporation statute requires no separate plan. Instead, the board adopts a resolution approving conversion, specifies the resulting entity type, recommends approval, and submits it to holders. R.I. Gen. Laws § 7-1.2-1008(a)-(b).
Every outstanding share must approve, whether the stock otherwise votes or not. General § 7-1.2-707 permits unanimous written consent in place of a meeting, but it does not lower this conversion-specific all-share threshold. If the corporation had issued no shares before the board adopted its resolution, no holder vote is needed. R.I. Gen. Laws §§ 7-1.2-707, 7-1.2-1008(b), (i).
For a meeting, due notice of its time and conversion purpose is mailed to each voting and nonvoting holder at the record address at least 20 days beforehand. The section states no maximum notice period. R.I. Gen. Laws § 7-1.2-1008(b).
For a Rhode Island LLC result, the LLC agreement is approved by the same authorization that approves conversion. Shares may become or be exchanged for LLC interests, cash, property, rights, or securities, may instead become consideration in another entity, or may be cancelled. R.I. Gen. Laws §§ 7-1.2-1008(g), 7-16-5.1(h)-(i).
Domestic and foreign conversion filings
A Rhode Island LLC result files both Articles of Organization and a Certificate of Conversion. Authorized persons sign the articles; the certificate is executed for both the corporation and the LLC. It states the corporation's original creation date and jurisdiction, any immediately prior jurisdiction, its prior name, the LLC name, approval, and any future effective date or time. R.I. Gen. Laws § 7-16-5.1(b)-(c).
The corporation statute also requires the certificate to identify the original corporate name if changed, original-articles filing date, resulting name, jurisdiction and type, approval, Rhode Island service appointment, and process mailing address. Corporate signature follows § 7-1.2-105. R.I. Gen. Laws §§ 7-1.2-105, 7-1.2-1008(c).
The LLC articles state name, resident agent and address, intended federal tax treatment, principal office if known, management form, initial managers if any, and the authorized signer's name and address. R.I. Gen. Laws § 7-16-6 and § 7-16-7.
A foreign LLC result uses the non-Rhode Island certificate without Rhode Island LLC Articles of Organization. The converting corporation ceases to exist in corporate form when the certificate takes effect, but continuity remains under the same statute. R.I. Gen. Laws § 7-1.2-1008(c)-(d), (h).
Fees, effective time, and correction
The current Department of State schedule lists Form 611 Certificate of Conversion and Form 611A non-Rhode Island conversion as no-fee and unavailable for online filing. It separately lists Rhode Island LLC Articles of Organization at $150 and a $6 enhanced online fee. Because the domestic conversion certificate must accompany the LLC articles and Form 611 is not online, the current combined- submission method should be confirmed rather than inferred from the articles' stand-alone online listing.
The statute itself fixes the LLC Articles of Organization fee at $150 and the certificate-of-correction fee at $50. R.I. Gen. Laws § 7-16-65(1), (14).
The corporate filing takes effect when filed or at a stated time no later than the 90th day. The LLC-side filing becomes effective when the state issues acceptance evidence or at a stated later date within 90 days. A corporate certificate of correction can fix an inaccurate or defectively executed, sealed, or acknowledged filing and relates back except for substantially adversely affected people. R.I. Gen. Laws § 7-1.2-105 and § 7-16-8.
Current §§ 7-1.2-1008 and 7-16-5.1 state no conversion-specific plan-amendment, resolution-amendment, or postfiling abandonment procedure. The current fee schedule lists a $50 certificate of correction.
Effect and continuity
The Rhode Island LLC is the same entity as the corporation under Rhode Island law. Rights, privileges, powers, property, debts due, causes of action, creditor rights, liens, debts, liabilities, and duties continue without a deemed transfer. Unless the resolution says otherwise, no winding up, liability payment and asset distribution, or dissolution is required. R.I. Gen. Laws § 7-1.2-1008(f)-(h).
The LLC-side statute likewise carries the corporation's original existence date, preserves prior obligations and personal liability, vests property and causes of action in the LLC, protects creditor rights and liens, and treats the transaction as continuation rather than dissolution. R.I. Gen. Laws § 7-16-5.1(d)-(g).
What trips people up
Nonvoting stock is not outside the approval denominator. Section 7-1.2-1008 requires every outstanding share to vote for conversion, so a general written- consent route does not create a lower approval threshold.
The domestic result uses overlapping corporation and LLC statutes. The Certificate of Conversion alone is not the LLC formation record; § 7-16-5.1 requires accompanying Articles of Organization and approval of the LLC agreement by the same authorization as conversion.
These rules have a fixed horizon. Enacted 2026 Public Laws chapter 247 repeals current Chapter 7-16 and replaces it effective January 1, 2028. A transaction effective then must be re-researched under the new LLC statute and current forms; this page does not present the replacement act as operative now.
Common questions
Is majority approval enough?
No. Every outstanding share, voting or nonvoting, must approve, unless no stock was issued before the board adopted its conversion resolution. R.I. Gen. Laws § 7-1.2-1008(b), (i).
Does Rhode Island require a formal conversion plan?
The current sections do not. They require a board resolution, unanimous all- share approval, and—for a domestic result—approval of the LLC agreement by the same authorization. R.I. Gen. Laws §§ 7-1.2-1008(b), 7-16-5.1(h).
Does the conversion certificate have its own fee?
The current Department of State schedule says no fee for Form 611 and Form 611A. A domestic result separately includes $150 LLC Articles of Organization.
Does conversion eliminate old debts or liens?
No. Debts and liabilities continue, and creditor rights and property liens remain unimpaired. R.I. Gen. Laws §§ 7-1.2-1008(h), 7-16-5.1(f).
Statutes and sources
- R.I. Gen. Laws § 7-1.2-1008 authorizes the route and governs the resolution, all-share approval, notice, corporate certificate, no-share exception, effect, and continuity. Accessed September 6, 2026.
- R.I. Gen. Laws § 7-1.2-707 provides the general written-consent route. Accessed September 6, 2026.
- R.I. Gen. Laws § 7-1.2-105 governs corporate signature, delivery, effectiveness, delay, and correction. Accessed September 6, 2026.
- R.I. Gen. Laws § 7-16-5.1 governs a corporation's conversion into a Rhode Island LLC, including the LLC agreement, certificate, articles, fields, effect, and continuity. Accessed September 6, 2026.
- R.I. Gen. Laws §§ 7-16-6 to 7-16-8 and 7-16-65 govern the LLC articles, signatures, filing, effectiveness, and fees. Accessed September 6, 2026.
- Rhode Island Department of State business forms and fee schedule lists Forms 611 and 611A, the no-fee conversion certificates, $150 LLC articles, online availability, enhanced fee, and correction fee. Accessed September 6, 2026.
- 2026 R.I. Public Laws chapter 247 repeals and replaces current Chapter 7-16 effective January 1, 2028. Accessed September 6, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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