Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Tennessee
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Tennessee Business Corporation Act §§ 48-21-109 to -115 plus Revised LLC Act §§ 48-249-202, -1007; ordinary domestic business corporation to domestic or authorized foreign LLC, which is an unincorporated entity (§ 48-11-201) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct entity conversion available without prescribing a substitute merger; domestic LLC permitted, foreign LLC permitted only if destination law authorizes conversion (§ 48-21-109(a)-(b)) |
| Plan terms, required contents, and resulting LLC governing documents | Required plan states destination type/jurisdiction, terms, share conversion into interests/securities/obligations/rights/cash/property, and full resulting organic documents; outside facts and limited prefiling amendment clause allowed (§ 48-21-110) |
| Board adoption, recommendation, conditions, and authority | Board adopts, submits, and recommends plan unless conflict/special circumstances support no recommendation and basis is transmitted; board may condition submission and, unless plan says otherwise, abandon before effect (§§ 48-21-111(1)-(3), -115) |
| Shareholder vote, class/series groups, written consent, and unanimity | Each separately entitled voting group approves by majority of all votes entitled, subject to greater law/charter/board rule; no conversion-specific no-issued-share exception. Unanimous written consent always works; charter may permit meeting-minimum consent (§§ 48-17-104, 48-21-111(5)) |
| Notice, nonvoting holders, and consent to new personal liability | Every voting/nonvoting holder gets 10-day-to-2-month meeting notice with conversion purpose, plan/summary, and resulting organic documents. Written action gives nonvoters ≥10-day advance notice and nonconsenters notice ≤10 days after sufficient consents. Each newly liable holder signs separate written consent (§§ 48-17-104 to -105, 48-21-111(4),(7)) |
| Conversion and LLC formation filings, signer, and contents | Domestic: officer/authorized representative executes conversion articles with old/new names, LLC type, approval recital, and attached LLC articles; filings may combine. LLC articles state name, agent/office, principal address, management type, member-count/liability/delay terms, and other required data (§§ 48-21-112, 48-249-202; SS-4612/SS-4270) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Statutes/linked form: $100 conversion + $50/member LLC articles, $300 minimum/$3,000 maximum ($400 minimum total); live table displays `500*+`. Foreign charter surrender $20; delay ≤90 days; limited plan amendment, pre-effect abandonment/statement, and correction available (§§ 48-11-303 to -305, 48-21-110, -115, 48-249-1007) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Domestic result is same entity without interruption and keeps original date; property remains, obligations/liabilities and proceedings continue, organic documents take effect, and shares convert under plan. No winding up/dissolution; new owner liability reaches post-effective debts only (§ 48-21-114) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Pre-2013 debt/contract and governance provisions that cover merger but omit conversion are deemed to cover conversion until amended; foreign result appoints Secretary for dissent claims. Tax consequences remain under tax statutes; no general license, securities, contract-consent, creditor-priority, or foreign-qualification promise (§§ 48-21-109(e), -111(6), -114(b),(h)) |
Requirements one by one
Direct route, plan, and approvals
Tennessee defines an unincorporated entity to include an LLC. A domestic business corporation may convert directly into a Tennessee LLC, or into a foreign LLC if its jurisdiction permits conversion. Tenn. Code Ann. §§ 48-11-201 and 48-21-109.
The plan states the resulting type and foreign jurisdiction if any, terms, share-to-interest or other consideration mechanics, and the full resulting organic documents. It may use objectively ascertainable outside facts. A plan may authorize amendment before filing, but after shareholder approval the listed consideration, governing-document, and materially adverse changes are restricted. Tenn. Code Ann. § 48-21-110.
The board adopts, submits, and recommends the plan. If conflict or special circumstances support no recommendation, it sends shareholders the basis; the board may condition submission. Each separate voting group ordinarily approves by a majority of all votes entitled to be cast, subject to a greater statutory, charter, or board condition. The conversion section states no special no-issued- share exception. Tenn. Code Ann. § 48-21-111(1)-(5).
Every holder, voting or nonvoting, receives meeting notice 10 days to two months before the meeting, stating the conversion purpose and carrying the plan or summary plus the resulting organic documents. Unanimous written consent always works; a charter may permit the meeting-minimum route. Required nonvoters get at least 10 days' advance notice, while nonconsenting voters get notice within 10 days after sufficient consents or later tabulation. Tenn. Code Ann. §§ 48-17-104 to 48-17-105 and 48-21-111(4).
Each shareholder who will take on owner liability signs a separate written consent. Tenn. Code Ann. § 48-21-111(7).
Domestic and foreign filing routes
For a Tennessee LLC, an officer or authorized representative executes articles of entity conversion stating the old and new names, resulting type, and holder approval, with the LLC articles attached. A combined filing is permitted if it satisfies both laws. The LLC articles state the name, registered agent and office, principal office, management form, and applicable member-count, personal-liability, delayed-effect, and other required data. Tenn. Code Ann. § 48-21-112 governs the conversion filing. Tenn. Code Ann. § 48-249-202 governs the attached LLC articles.
The conversion articles cost $100. The LLC articles cost $50 per member, subject
to a $300 minimum and $3,000 maximum, making the statute-and-form minimum total
$400. The current combined SS-4612/SS-4270 packet says the same. The live forms
table instead displays 500*+ for that exact packet, with footnotes for
additional fees and an additional form fee; confirm the payable amount before
filing. Tenn. Code Ann. § 48-11-303 fixes the conversion fee; Tenn. Code Ann.
§ 48-249-1007 fixes the member-based LLC filing fee.
A corporation becoming a foreign LLC files officer- or representative-signed articles of charter surrender stating the corporation, conversion, approval, destination jurisdiction, and any nonfiling survivor office. The statutory fee is $20. Tenn. Code Ann. § 48-21-113 governs the filing, and Tenn. Code Ann. § 48-11-303 fixes its fee.
Effective time, abandonment, correction, and continuity
The conversion normally takes effect on filing and may state a later date no more than 90 days after filing. Unless the plan says otherwise, the board may abandon before effect without another holder action. After filing, an officer or authorized representative delivers a $20 abandonment statement before the effective date. Incorrect statements and defective execution may be corrected through $20 articles of correction. Tenn. Code Ann. §§ 48-11-303 to 48-11-305 govern the fees, delayed effect, and correction. Tenn. Code Ann. § 48-21-115 governs abandonment.
At effectiveness, property remains in the LLC, obligations and liabilities continue, proceedings continue, the organic documents take effect, and shares become the plan's interests or consideration. The LLC is the same entity without interruption, keeps the corporation's original organization date, and need not wind up or dissolve. Newly imposed owner liability reaches only post-effective debts. Tenn. Code Ann. § 48-21-114.
Tax consequences remain governed by state and federal tax statutes, not the conversion provisions. A foreign LLC result also appoints the Secretary of State for process concerning shareholder dissent claims and agrees to pay the resulting amount. Tenn. Code Ann. § 48-21-114(b), (h).
What trips people up
The Secretary's live fee table and its linked combined form disagree. The
statutes and packet produce a $400 minimum, but the table displays 500*+.
Because fees and additional-form charges can change independently, confirm the
amount rather than treating either display as an unexplained total.
A pre-2013 debt instrument or contract that covers mergers but omits conversion is deemed to cover conversion until amended on or after January 1, 2013. The same rule reaches pre-2013 charter, bylaw, and director or shareholder agreement provisions. Tenn. Code Ann. §§ 48-21-109(e), 48-21-111(6).
Common questions
Must every shareholder approve?
Not ordinarily. The baseline is a majority of all votes entitled to be cast by each separately entitled voting group, subject to greater requirements. Every holder who would acquire owner liability separately signs consent. Tenn. Code Ann. § 48-21-111(5), (7).
Is a separate LLC filing required?
Yes. The public organic document for the LLC is attached to the conversion articles, although the two may be combined when the combined filing satisfies both statutes. Tenn. Code Ann. § 48-21-112(a)(4), (d)(2)-(3).
Does continuity make the conversion tax-free?
No. Tennessee expressly leaves state and federal tax consequences to the tax statutes. Tenn. Code Ann. § 48-21-114(h).
Statutes and sources
- Tenn. Code Ann. §§ 48-11-201 and 48-21-109 to -115 define LLC eligibility and govern the plan, approvals, notices, filings, effect, and abandonment. Accessed September 5, 2026.
- Tenn. Code Ann. §§ 48-17-104 to -105 govern written action and meeting timing. Accessed September 5, 2026.
- Tenn. Code Ann. §§ 48-11-301, -303 to -305, 48-249-202, and 48-249-1007 govern signatures, fees, delayed effect, correction, and LLC article contents. Accessed September 5, 2026.
- Tennessee Secretary of State SS-4612/SS-4270 is the linked combined corporation-to-LLC filing packet. Accessed September 5, 2026.
- Tennessee Business Forms and Fees displays the current conversion row and its conflicting package fee. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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