Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in West Virginia
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | W. Va. Code § 31D-11-1109 plus LLC Articles §§ 31B-2-203 to -207; ordinary West Virginia corporation may convert directly only into a West Virginia LLC (§ 31D-11-1109(a), (g)-(i)) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct domestic-LLC route available; statute states no corporation-to-foreign-LLC route. No merger, dissolution, asset-transfer, or tax-election substitute prescribed (§ 31D-11-1109(a), (g)-(h)) |
| Plan terms, required contents, and resulting LLC governing documents | Board adopts a “plan of conversion approving the conversion”; statute states no required plan contents, share-conversion formula, consideration, LLC articles, operating agreement, or outside-fact provision (§ 31D-11-1109(b)) |
| Board adoption, recommendation, conditions, and authority | Board adopts plan and recommends holder approval; no conflict/nonrecommendation exception, conditioning authority, or board-only no-share route stated (§ 31D-11-1109(b)) |
| Shareholder vote, class/series groups, written consent, and unanimity | All shareholders approve at annual/special meeting, including nonvoters; no separate class/series or no-issued-share exception. General unanimous written consent does not expressly displace the conversion-specific meeting command (§§ 31D-7-704, 31D-11-1109(b)) |
| Notice, nonvoting holders, and consent to new personal liability | Every holder receives conversion-meeting notice; general window 10-60 days. No conversion-specific materials list or separate new-liability consent rule; preconversion personal liability remains (§§ 31D-7-705, 31D-11-1109(b), (f)) |
| Conversion and LLC formation filings, signer, and contents | Chair/president/other officer signs Articles of Conversion satisfying LLC Articles of Organization; states original/current corporation name, original filing date, resulting LLC name, and unanimous approval, plus LLC purpose, term, management, organizer/member/manager, liability, office/agent, mailing, and email fields (§§ 31D-1-120, 31D-11-1109(c); 31B-2-203) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | $25 conversion statement + $100 LLC articles = $125 statutory filing fees. Filing-effective or delay capped at day 90 by general filing law. No conversion-plan amendment or abandonment rule stated; corporate/LLC correction relates back except adverse reliance (§§ 59-1-2(a)(1)(C), (N); 31D-1-123 to -124; 31B-2-206 to -207) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same continuing entity; no winding up/dissolution. Real/personal/mixed property, debts due, causes of action, rights/powers remain; creditor rights/liens stay unimpaired; debts/liabilities/duties continue without deemed transfer (§ 31D-11-1109(f)-(i)) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Domestic LLC only; old obligations and personal liability remain. Continuity expressly preserves creditor rights/liens but does not promise tax treatment, license/private-contract consent, securities compliance, creditor priority beyond preservation, or foreign qualification (§ 31D-11-1109(f)-(i)) |
Requirements one by one
A direct domestic route with an all-holder meeting
West Virginia permits a domestic corporation to become a West Virginia LLC directly. Section 31D-11-1109 states no route to a foreign LLC and does not prescribe a substitute merger, dissolution, or asset transfer.
The board adopts a plan approving conversion and recommends shareholder approval. The section states no required plan contents, conflict-based nonrecommendation exception, conditioning authority, or amendment procedure. W. Va. Code § 31D-11-1109(b).
The plan goes to an annual or special meeting, and every shareholder approves, including a holder ordinarily without voting rights. Although general § 31D-7-704 permits unanimous written action for ordinary matters, the conversion section specifically directs submission and a vote at a meeting and does not state a consent alternative.
Every holder receives conversion-meeting notice. General procedure supplies a 10-to-60-day window and requires a special-meeting purpose statement, but the conversion section does not list plan or LLC-document attachments. W. Va. Code §§ 31D-7-704 to 31D-7-705; § 31D-11-1109(b).
One filing serves conversion and LLC organization
The corporation files Articles of Conversion that also satisfy the LLC Articles of Organization rules. The filing states the corporation's current and any original name, original incorporation filing date, resulting LLC name, and compliant approval. A chair, president, or other officer signs and identifies the signing capacity. W. Va. Code §§ 31D-1-120, 31D-11-1109(c).
The LLC layer adds purpose, term or at-will status, management structure, organizer and authorized-member information, initial managers when applicable, any member-liability election, principal mailing address, email, and optional designated office and agent. W. Va. Code § 31B-2-203.
The statutory filing charges are $25 for conversion plus $100 for the LLC articles, or $125. W. Va. Code § 59-1-2(a)(1)(C), (N).
The conversion is effective on filing or at a stated later date. General corporation and LLC filing law cap that delay at 90 days. The conversion section states no plan-amendment, abandonment, or postfiling-withdrawal route. Corporate or LLC articles of correction can fix the covered inaccuracies or execution defects and relate back except against adverse reliance. W. Va. Code §§ 31D-1-123 to -124, 31B-2-206 to -207.
Continuity protects property and creditors
The corporation continues as the same West Virginia LLC without winding up or dissolution. Real, personal, and mixed property, debts due, causes of action, rights, privileges, and powers stay vested without a deemed transfer. Debts, liabilities, and duties remain enforceable; creditor rights and liens remain unimpaired. W. Va. Code § 31D-11-1109(f)-(i).
That continuity does not itself promise tax treatment, contract or license consent, securities compliance, creditor priority beyond the stated preservation, or qualification outside West Virginia.
What trips people up
The statute requires approval from every shareholder, not merely every holder with ordinary voting power. It also specifically describes a meeting vote, making the general unanimous-consent section an unsafe substitute for the conversion procedure.
The Articles of Conversion are not followed by a separate LLC formation filing. They must themselves contain the LLC Articles of Organization information, and the fee statute charges for both conversion and organization.
Common questions
Can the corporation convert directly into a foreign LLC?
Not under § 31D-11-1109. It continues as a limited liability company “of this state.” This page does not prescribe a different transaction as a workaround.
Do nonvoting shareholders approve?
Yes. The statute requires approval from all shareholders whether or not otherwise entitled to vote. W. Va. Code § 31D-11-1109(b).
Does the filing preserve creditor rights?
Yes. Creditor rights and liens remain unimpaired, and existing debts, liabilities, and duties remain enforceable against the LLC. W. Va. Code § 31D-11-1109(i).
Statutes and sources
- W. Va. Code § 31D-11-1109 — direct route, board and unanimous meeting approval, combined conversion/LLC articles, effect, and continuity.
- W. Va. Code §§ 31D-1-120, -123 to -124 and 31D-7-704 to -705 — signer, delay, correction, general consent, and meeting notice.
- W. Va. Code §§ 31B-2-203, -206 to -207 — LLC articles, effective-time ceiling, and LLC-side correction.
- W. Va. Code § 59-1-2 — $25 conversion and $100 LLC-articles charges.
All sources were current official West Virginia Code pages accessed September 6, 2026.
Source links
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