Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Washington

At a glance

Requirements one by one

Direct route and conversion plan

Washington defines an “other entity” to include an LLC and permits a domestic corporation to convert into one when the destination organic law permits it. The LLC Act supplies the matching domestic-LLC authorization when the corporation's governing statute authorizes the change, destination law does not prohibit it, and the corporation follows its governing statute. RCW 23B.09.005, 23B.09.010, and 25.15.436(1).

The plan is a record stating the corporation's name, the LLC's name and form, the conversion terms and treatment of shares, and the LLC's organizational documents. Its terms may depend on objectively ascertainable outside facts under the statute's stated safeguards. RCW 23B.09.020 and 25.15.436(2).

Board, shareholder, and voting-group approval

The board first approves the plan, submits it to shareholders, and recommends approval unless a conflict, special circumstance, or RCW 23B.08.245 supports proceeding without a recommendation; the board explains that basis. It may condition plan approval or effectiveness. RCW 23B.09.030(1)-(3).

The ordinary holder vote depends on the corporation's formation date. A corporation formed before August 1, 2024 ordinarily needs two-thirds of all votes entitled on the plan plus two-thirds of each other required voting group; its articles may set a different threshold but cannot go below a majority of votes entitled, while the board may require a greater vote. A corporation formed on or after that date ordinarily needs a majority of all entitled votes and each required group, subject to a greater articles or board requirement. The imported separate-group rules cover converted or canceled classes or series, amendment-equivalent effects, and groups entitled by the articles. RCW 23B.09.030(5) and 23B.11A.040-.041.

Notice, written consent, and owner liability

Every shareholder, whether voting or nonvoting, receives meeting notice that identifies conversion as a purpose and includes the plan or summary plus the resulting LLC's organic rules. Conversion is not in RCW 23B.07.050's longer special-transaction list, so the general meeting window is 10 to 60 days. RCW 23B.09.030(4) and 23B.07.050(1).

Unanimous written consent is available. If the articles authorize it, holders may instead use the votes needed at a meeting where all shares were present and voted. The solicitation materials carry the meeting-equivalent information; notice goes on or promptly after the record date to listed nonconsenting and nonvoting holders, followed by prompt notice when sufficient consents are delivered. RCW 23B.07.040(1), (3).

Any shareholder who will acquire owner liability must separately execute a written consent to that liability. RCW 23B.09.030(6).

Conversion and LLC filings

An officer or other authorized representative executes the articles of entity conversion. They state that the conversion occurred, the pre- and postconversion names and forms, the effective date under destination law, and the required shareholder-approval recital. A foreign LLC not registered in Washington adds its service-of-process consent and principal-office street and mailing address. RCW 23B.09.040(1), (3).

A domestic conversion also files an LLC certificate of formation with the articles. The certificate states the LLC name, registered agent and address, principal office, any specific dissolution date, optional matters, and each executor's name and address. The conversion filing adds the predecessor's name, form, jurisdiction, and approval recital. The coordinated filings may be combined if the result satisfies both statutes. RCW 23B.09.040(4), 25.15.071, and 25.15.446(1)(b).

Fees, effective time, abandonment, and correction

The Secretary of State's current conversion table lists $190 total: a $10 conversion fee plus the $180 origination fee. A domestic-LLC conversion becomes effective when its certificate of formation takes effect, ordinarily on filing or at a stated time; a permitted delayed time cannot be more than 90 days after filing. RCW 25.15.446(2)-(3) and 23.95.210.

Unless the plan says otherwise, the board may abandon after approval and before effectiveness without another shareholder action. If the conversion filing is already on file, an authorized representative files the abandonment statement before the effective date. The general filing chapter separately permits pre-effective withdrawal and correction of an inaccurate, defectively executed, or defectively transmitted record. Chapter 23B.09 states no separate plan- amendment procedure. RCW 23B.09.060 and 23.95.215-.220.

Continuity, appraisal, and external boundaries

The converted LLC is the same entity, with no conversion-caused winding up or dissolution. Property remains vested without impairment, creditor rights and liens are preserved, debts and liabilities continue, proceedings continue, and legal rights and powers remain in the LLC. The plan's terms take effect unless the plan says otherwise. RCW 23B.09.050(1)-(2).

A corporation-to-LLC conversion triggers appraisal rights under RCW 23B.13.020(1)(h). A foreign result also consents to Washington jurisdiction and service for covered obligations and appraisal rights. These provisions do not determine tax treatment, preserve a license, satisfy securities law, override contract or lender consent, establish creditor priority, or complete foreign qualification. RCW 23B.09.040(3)(h), 23B.09.050(3).

What trips people up

The formation date changes the default vote. Two-thirds applies to corporations formed before August 1, 2024; the majority default applies to corporations formed on or after that date. Both use votes entitled to be cast, not merely votes actually cast. RCW 23B.09.030(5) and 23B.11A.040(5).

For a domestic LLC, filing only the corporation's articles of conversion is incomplete. The LLC Act also requires the certificate of formation, and the current $190 total combines the $10 conversion and $180 origination fees. RCW 25.15.446(1)(b); Washington Secretary of State conversion table.

Common questions

Can shareholders approve by written consent?

Yes. All entitled shareholders may consent, or the articles may authorize the meeting-threshold route. The corporation must provide the prescribed solicitation and sufficient-consent notices. RCW 23B.07.040.

Does every shareholder need to approve?

Not under the ordinary voting thresholds. But every shareholder who would acquire owner liability must execute a separate written consent. RCW 23B.09.030(5)-(6).

Does the conversion transfer title to a new entity?

No. The statute treats the LLC as the same entity and says property remains vested without reversion or impairment. RCW 23B.09.050(1)-(2).

Statutes and sources

• Chapter 23B.09 RCW governs the corporation's conversion plan, approvals, filing, effect, and abandonment. Accessed September 6, 2026.
• Chapter 23B.07 RCW supplies written-consent and meeting-notice rules. Accessed September 6, 2026.
• Chapter 23B.11A RCW supplies the imported formation-date vote and voting-group rules. Accessed September 6, 2026.
• Chapter 25.15 RCW governs the domestic LLC authorization and coordinated formation filing. Accessed September 6, 2026.
• Chapter 23.95 RCW governs filing form, effective time, withdrawal, and correction. Accessed September 6, 2026.
• Chapter 23B.13 RCW supplies the LLC-conversion appraisal trigger. Accessed September 6, 2026.
• Washington Secretary of State conversion table lists the domestic corporation-to-LLC filings and current $190 total fee. Accessed September 6, 2026.