Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in South Carolina
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | S.C. Code §§ 33-11-111 to -112, plus LLC §§ 33-44-202 to -207 and -1204; domestic corporation directly converts to a South Carolina LLC. These sections do not create corporation-to-foreign-LLC route |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct route expressly available to South Carolina LLC; plan, shareholder approval, agreement, and LLC articles govern. Merger is not a substitute (§ 33-11-111) |
| Plan terms, required contents, and resulting LLC governing documents | Board adopts plan; agreement states terms and how shares become LLC interests, cash, other consideration, or both. LLC articles may contain operating-agreement provisions or other lawful matters (§§ 33-11-111(a)-(c), 33-44-203(b)) |
| Board adoption, recommendation, conditions, and authority | Board adopts and submits plan; no separate recommendation, no-recommendation explanation, or conditioning rule stated (§ 33-11-111(b)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Two-thirds of all entitled votes plus two-thirds in each entitled voting group; articles may set lower/higher threshold, never below majority per group; amendment-equivalent terms trigger groups. Only unanimous written consent route (§§ 33-7-104, 33-11-111(b)(2)-(4)) |
| Notice, nonvoting holders, and consent to new personal liability | Give entitled voters 10-60 day meeting notice stating conversion purpose with plan copy/summary; unanimous consent action gives required nonvoters 10-day advance plan material. No separate new-liability consent; members may elect liability in LLC articles, while old and new obligation rules apply (§§ 33-7-104 to -105, 33-11-111(b)(1), (g), 33-44-203(a)(7)) |
| Conversion and LLC formation filings, signer, and contents | File LLC articles stating ordinary LLC contents plus conversion, former name, votes for/against and required threshold by group, and cancellation of corporation articles. Organizer or attorney-in-fact signs with name/capacity (§§ 33-11-111(d)-(e), 33-44-203, -205) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | $110 articles fee; effect on filing or stated later date, with general LLC rule capping delay at day 90. Correction available for false/erroneous statement or defective signature. No conversion-specific plan amendment, abandonment, or withdrawal provision (§§ 33-11-111(f), 33-44-206 to -207, -1204(a)(1)) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity; property, debts/liabilities/obligations, proceedings, rights/powers/purposes continue; shareholders become members unless agreement says otherwise. South Carolina real-property owner must record indexed county name-change notice (§ 33-11-112) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Statute preserves preconversion liability and imposes destination member liability for later obligations; dissenters may demand fair value. No tax, license, contract-consent, securities, creditor-priority, or foreign-qualification promise (§ 33-11-111(b)(5), (g)) |
Requirements one by one
Plan, board submission, vote, and notice
South Carolina's direct route produces a South Carolina LLC. The board adopts and submits a plan, and the agreement of conversion states how shares become LLC interests, cash, other consideration, or a combination. S.C. Code § 33-11-111(a)-(c).
The default requires two-thirds of all votes entitled plus two-thirds in each separately entitled voting group. The articles may raise or lower that threshold, but never below a majority per entitled group. Voting holders receive 10-to-60- day notice stating the conversion purpose and including the plan or summary. Unanimous written consent is available; required nonvoters then receive plan material at least 10 days before action. S.C. Code §§ 33-7-104 to -105 and 33-11-111(b).
LLC articles, timing, and correction
The corporation files the resulting LLC's articles of organization, which add the conversion recital, former name, votes for and against, required threshold for each voting group, and cancellation statement to the ordinary LLC fields. An organizer or attorney-in-fact signs. S.C. Code §§ 33-11-111(d)-(e), 33-44-203, and 33-44-205.
The remaining effectiveness and liability rules appear in S.C. Code § 33-11-111(d)-(g).
The statutory fee is $110. The conversion takes effect on filing or a stated later date, with the general LLC filing rule capping delay at day 90. Articles of correction can fix a false or erroneous statement or defective signature. The conversion sections state no separate abandonment or withdrawal filing. S.C. Code §§ 33-11-111(f), 33-44-206 to -207, and 33-44-1204.
Continuity and real-property notice
The LLC is the same entity. Property, debts and obligations, pending proceedings, rights, powers, and purposes continue, and shareholders become members unless the agreement says otherwise. S.C. Code § 33-11-112(a)-(b).
If the entity owns South Carolina real estate, the new LLC must record county notice of the name change through the specified affidavit, certified articles, or deed route. Failure does not invalidate later transactions between their parties, but the filing establishes record notice. S.C. Code § 33-11-112(c).
What trips people up
The corporation-to-LLC route does not use stand-alone articles of conversion. It adds conversion information to the destination LLC's articles of organization. S.C. Code § 33-11-111(d).
Common questions
Can the articles lower the two-thirds vote?
Yes, but not below a majority of votes entitled in each separately entitled voting group. S.C. Code § 33-11-111(b)(3).
Does every shareholder get meeting notice?
Section 33-11-111 expressly invokes the general meeting-notice rule for each shareholder; under § 33-7-105, absent another requirement, that rule ordinarily covers holders entitled to vote.
Does conversion erase old shareholder liability?
No. A shareholder becoming a member remains liable to the extent already liable for a preconversion corporate obligation. S.C. Code § 33-11-111(g).
Statutes and sources
- S.C. Code §§ 33-11-111 to -112 — plan, approval, filing, effect, continuity, liability, and county notice (official Legislature; accessed September 6, 2026).
- S.C. Code §§ 33-7-104 to -105 — unanimous written consent and meeting notice (official Legislature; accessed September 6, 2026).
- S.C. Code §§ 33-44-203, -205 to -207, and -1204 — LLC article fields, signing, delayed effect, correction, and fee (official Legislature; accessed September 6, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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