LLC Conversion and Domestication Filing Requirements by State
May an ordinary domestic limited liability company directly change entity type or jurisdiction by statutory conversion, domestication, continuance, or transfer, and what plan, approval, filing, effective-time, continuity, liability, and appraisal rules apply?
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Every entry, oldest check September 6, 2026
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What this survey covers
Changing an LLC's entity type and changing its governing jurisdiction are not the same statutory transaction. This survey first identifies whether a state offers a direct route and what that route is called, then follows the required plan, approval, public filings, effective time, and statutory continuity.
The table covers an ordinary domestic LLC changing to another form and both directions of same-type interstate movement. It keeps corporation-to-LLC conversion in its separate survey and does not prescribe a merger, dissolution-and-formation, asset transfer, or foreign registration as a substitute.
Why the state architecture matters
California uses “conversion” for both changes. A domestic LLC may convert to a domestic or foreign other business entity or a foreign LLC, but destination law must expressly permit formation by conversion; a foreign LLC may convert into a California LLC when its own law authorizes the change. Cal. Corp. Code §§ 17710.02 and 17710.08 (accessed September 6, 2026).
The District of Columbia separates cross-type conversion under its general entity-transactions chapter from an LLC's same-type interstate domestication. The general domestication subchapter expressly sends LLCs to the LLC Act's own plan, approval, filing, surrender, and continuity sections. D.C. Code §§ 29-204.01 and 29-205.01(d)(3) and §§ 29-809.06-.09 (accessed September 8, 2026).
Florida permits a domestic LLC to convert into a different domestic eligible entity or an authorized foreign eligible entity. Its separately named domestication route instead covers a non-United-States entity becoming a Florida LLC, so an ordinary domestic LLC's outbound jurisdiction change is not answered by that label alone. Fla. Stat. §§ 605.1041 and 605.1051 (accessed September 6, 2026).
Wyoming routes entity-type conversion through a general conversion chapter, then calls inbound movement continuance or domestication and outbound movement transfer. The resulting filing and status evidence therefore depend on which change is occurring. Wyo. Stat. §§ 17-26-101 and 17-29-1006, -1010 to -1015 (accessed September 8, 2026).
Approval and filing patterns
Even states with separate conversion and domestication routes do not share one approval model. South Dakota uses all-member statutory defaults subject to its operating-agreement rules, while North Dakota adds a board act and separate class-or-series voting for conversion. Alaska is different again: conversion looks first to the proposed result's organic rules, while outbound domestication looks first to the Alaska LLC's own rules. S.D. Codified Laws §§ 47-34A-906 to -914, N.D. Cent. Code §§ 10-32.1-61 to -71, and Alaska Stat. §§ 10.55.401-.406 and .501-.506 (accessed September 8, 2026).
Public filings also resist a universal checklist. Vermont pairs a conversion statement with separate domestication articles and prices each at $20. Wyoming instead uses destination organizational records for conversion, Articles of Continuance or Domestication for inbound moves, and a Certificate of Transfer for an outbound move; its inbound domestication requires a good-standing certificate no more than 30 days old. 11 V.S.A. §§ 4012 and 4141-4157 and Wyo. Stat. §§ 17-26-101 and 17-29-1010 to -1015 (accessed September 8, 2026).
Scope boundaries
This survey reports statutory route availability, approvals, filings, effect, and continuity. It does not choose a destination or entity form, calculate or promise tax treatment, preserve a contract or license, establish securities or regulatory compliance, value an interest, draft transaction records, or advise whether to convert, domesticate, continue, transfer, merge, dissolve, form, register, accept consideration, dissent, or litigate.
State by state
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| State | Governing law, transaction names, and route scope | Entity-type conversion availability and eligible destination forms | Inbound/outbound domestication, continuance, and transfer | Destination-law reciprocity and regulated-entity limits | Plan terms, interest conversion, and resulting governing documents | Member approval, agreement control, classes/series, and new-liability consent | Conversion/domestication statements, companion filings, signer, and contents | Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Entity, property, debt, proceeding, contract, interest, and registration continuity | Appraisal/dissent, alternative routes, and professional-advice boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-08 | Ala. Code §§ 10A-1-1.03(13), 10A-5A-10.01 to -10.04, and -10.09; “conversion” covers change of type plus inbound/outbound continuance, whether called domestication or otherwise |
Ordinary Alabama LLC may convert to a qualifying domestic or foreign organization other than another Alabama LLC: partnership/LLP, LP/LLLP, foreign LLC, business trust, corporation, nonprofit/professional corporation, or another statutory person (§§ 10A-5A-1.02(n), -10.01) |
Alabama LLC may continue as a foreign entity of any type, including foreign LLC, and qualifying foreign entity may continue as an Alabama entity; Alabama calls both conversion, including a transaction called domestication elsewhere (§ 10A-1-1.03(13)) |
Non-LLC governing statute must authorize; source and destination laws must not prohibit; both organizations must comply with their governing statutes and documents. Special nonprofit, professional, bank, insurer, regulated, and series rules remain separate (§§ 10A-1-1.03, 10A-5A-10.01) |
Written plan gives before/after name, organization type and principal-office mailing address, source ID, terms, interest-to-money/property/result-or- third-entity interest treatment or cancellation, and destination organizational documents; contemplated disclosure schedules need not be attached at approval (§ 10A-5A-10.01) |
Default all members; LLC agreement may govern member relations and vary the default, but cannot vary § 10A-5A-10.09. Each member taking personal liability must consent to the plan; generic consent to a less-than-unanimous agreement-amendment clause is insufficient (§§ 10A-5A-1.08, -10.02, -10.09) |
Alabama source files $100 Statement of Conversion naming source history/ID, result and law, offices, effect, approvals, free plan copy, and foreign process office; domestic filing-entity result also files its formation certificate. Inbound Alabama LLC files $200 certificate of formation. Authorized LLC person or agent signs; optional $5 county certified copy evidences realty chain of title (§§ 10A-5A-2.04, -10.03; 10A-1-4.31) |
Alabama source statement $100; Alabama destination certificate $200; required pair filed simultaneously. Non-LLC result takes effect under destination law; Alabama filed instruments allow delay to day 90. Plan may be amended/abandoned only before the § 10.03 filing; filed instruments may be corrected/nullified. No conversion-specific standing or tax clearance (§§ 10A-1-4.11-.12, -4.21, -4.25, -4.31; 10A-5A-10.02-.03) |
Same continuing organization; property and contract rights, debts/liens, proceedings, rights/powers/purposes and preconversion choice of law continue without transfer, winding up, or dissolution. Source ID continues for an Alabama result or foreign result registered within 30 days; foreign result accepts Alabama jurisdiction/process for old debts (§ 10A-5A-10.04) |
No statutory conversion-specific appraisal, dissent, fair-value, or buyout right in §§ 10A-5A-10.01 to -10.10; the LLC agreement may create contractual terms. Section -10.10 preserves other-law routes but this survey does not prescribe merger, formation, registration, tax, valuation, contract, licensing, creditor, or route advice |
| Alaska verified 2026-09-08 | Alaska Entity Transactions Act, AS 10.55.401-.406 and .501-.506; “conversion” changes entity type, while “domestication” moves the same entity type into or out of Alaska |
Domestic LLC may become domestic different-type entity or qualifying foreign different-type entity; foreign different-type entity may become Alaska LLC. Financial institutions, insurers, BIDCOs, specified cooperatives, public corporations, and municipalities excluded (§§ 10.55.110, .401) |
Two-way same-type domestication: Alaska LLC → qualifying foreign LLC and qualifying foreign LLC → Alaska LLC; no separate continuance/transfer label (§ 10.55.501) |
Foreign law must authorize conversion/domestication; outside prohibitions and requirements remain. Any government notice/approval required for merger also applies; charitable-property and excluded-entity limits preserved (§§ 10.55.103-.104, .110, .401, .501) |
Plan in a record: source/result identity, type or jurisdiction, interest conversion into interests/securities/obligations/rights/cash/property, proposed public document, full recorded private rules, terms, and required provisions; external facts allowed (§§ 10.55.107, .402, .502) |
Conversion uses proposed result's conversion rules, then result-law merger rules, then all holders; domestication uses source LLC rules, then its merger rules—currently all members unless agreement varies—then all holders. Unanimous-holder alternative; new-liability holder separately approves subject to recorded-rule exception (§§ 10.50.510; 10.55.108, .403, .503) |
Authorized person signs Statement of Conversion or Domestication, naming source/result jurisdictions/types, approval, delay, and unqualified-foreign process address; domestic result attaches compliant public organic document without separate signature. Signed plan meeting statement fields may substitute (§§ 10.55.405, .505, .601) |
Filing-effective or delayed no more than 90 days; protected amendments return to affected holders, abandonment follows plan/original approval, and postfiling abandonment statement is required. Each transaction/abandonment statement $25; correction $25 other-instrument fee. Filing-associated tax, license fee, or penalty must be paid; no separate status certificate stated (§§ 10.55.404-.405, .504-.505, .601, .605; 3 AAC 16.100, .140) |
Same entity without interruption; property stays vested without assignment, liabilities continue, name may substitute in proceedings, organic records bind, interests convert, and no dissolution/winding up. Pre/postchange holder liability preserved or limited as specified; outbound foreign result accepts Alaska service (§§ 10.55.406, .506) |
Dissent right only if source organic law would provide it for comparable merger, or organic rules/plan provide it; contractual right may use corporate procedure if source law has none. Act is nonexclusive, but no alternative- route, valuation, tax, contract, license, creditor, or transaction advice (§§ 10.55.106, .109, .406(a)(9), .506(a)(9)) |
| Arizona verified 2026-09-08 | Arizona LLC Act §§ 29-4002 to -4005 plus Entity Restructuring Act §§ 29-2401 to -2407 and -2501 to -2507; conversion changes type and domestication changes jurisdiction without changing type |
Domestic LLC → any domestic entity of a different type, or foreign entity of a different type if foreign law authorizes. Entity includes corporation, GP/LLP, LP/LLLP, LLC/PLLC, business/statutory trust, unincorporated association, cooperative, and other qualifying legal persons (§§ 29-2102, -2401) |
Domestic LLC → same-type foreign LLC and authorized foreign LLC → Arizona LLC through domestication; no separate ordinary continuance, transfer, or redomestication label (§§ 29-2501, 29-4003) |
Foreign destination/source law must authorize conversion or domestication; an unauthorized filing is ineffective and requires a public ineffectiveness statement. Destination organizational law and any professional, regulated, nonprofit, cooperative, trust, or other special regime still control (§§ 29-2401, -2407, -2501, -2507) |
Record-form plan states source/result names, types and jurisdiction; interest conversion into interests, securities, obligations, acquisition rights, cash or property; proposed public document; full record-form private documents; other terms; and other required provisions (§§ 29-2402, -2502) |
All members entitled to vote on or consent to any matter approve; no separate manager approval. Each member acquiring post-transaction personal liability consents in a record unless the member accepted the precise fewer-than-all organizational-document provision (§§ 29-2403, -2503, 29-4004) |
LLC-signed conversion/domestication statement states source/result identity, jurisdiction, effective time, and approval; domestic result attaches its public document, qualifying foreign result attaches registration records, and unqualified foreign result gives process address. Signed qualifying plan may substitute; statement also serves as LLC termination articles (§§ 29-2405, -2505, 29-4005; M085) |
Delivery or stated time ≤90 days later when an Arizona filing entity is involved. Amendment preserves member approval for material changes; abandonment follows plan/governors/original approval, but after filing only a delayed statement may be abandoned before effect. LLC statement fee $50 plus attached-record fees; no express standing certificate or tax-clearance condition (§§ 29-2404 to -2405, -2504 to -2505, 29-3213) |
Same entity without interruption; property, rights and powers remain; obligations continue; proceedings may substitute result name; governing records and interest conversion take effect; no winding up/dissolution. Preexisting owner liability remains, new liability is prospective, and a foreign result accepts process for old obligations (§§ 29-2406, -2506) |
LLC holders receive only contractual appraisal rights provided by the operating agreement or plan (§ 29-4002); no separate statutory valuation procedure. Merger, dissolution/new formation, registration, tax, securities, valuation, contract, licensing, creditor, and route advice are outside this survey |
| Arkansas verified 2026-09-08 | Arkansas Uniform LLC Act, Title 4, Chapter 38, subchapter 10; conversion changes entity type under §§ 4-38-1041 to -1046, while domestication changes an LLC's jurisdiction under §§ 4-38-1051 to -1056 (§ 4-38-1001(3)-(10)) |
Domestic LLC may become a different-type domestic or qualifying foreign entity. Entity list includes corporations, GP/LLP, LP/LLLP, LLC, general/limited cooperatives, nonprofit association, business/statutory trust, and other separate legal person (§§ 4-38-1001(11), -1041(a)) |
Two-way same-type domestication: Arkansas LLC to foreign LLC if destination law authorizes, and foreign LLC to Arkansas LLC if origin law authorizes. Arkansas uses domestication, not continuance/transfer, for this route (§ 4-38-1051) |
Foreign conversion/domestication must be authorized by other-jurisdiction law. Arkansas government notice/approval required for merger carries over; charitable property cannot be diverted without the required order. Other law remains applicable (§§ 4-38-1002-.1003, -1041, -1051) |
Separate recorded plan names source/result and jurisdiction/type; states interest conversion into interests/securities/obligations/money/property/rights, proposed public organic record, full recorded private rules, other terms, and required provisions; external facts allowed (§§ 4-38-1005, -1042, -1052) |
Conversion and domestication each require all members entitled to vote/consent. Each newly liable member separately approves in a record unless qualifying recorded advance agreement applies; no lower ordinary threshold stated (§§ 4-38-1043, -1053) |
Company-authorized person signs statement naming source/result, jurisdictions/types and approval, with domestic public organic record or LLP qualification attached. Signed qualifying plan may substitute; attached domestic record need not be signed (§§ 4-38-203, -1045, -1055) |
Filing-effective or delayed through day 90; foreign result uses later destination-law time. Plans may amend/abandon and postfiling abandonment needs a statement before effect; general withdrawal/correction applies. SOS lists $25 paper conversion, $50 outbound domicile-transfer and $50 domestic LLC certificate; no tax-clearance rule (§§ 4-38-207-.209, -1044-.1045, -1054-.1055; SOS schedule) |
Same entity without interruption; property, debts/liabilities, rights/powers, proceedings, organic records, and interests continue or convert; no winding up/dissolution. Liability follows pre/post periods; prior foreign registration cancels (§§ 4-38-1046, -1056) |
Only contractual appraisal to extent operating agreement or plan provides; no general statutory LLC appraisal procedure. Alternative routes, valuation, tax, licensing, private consent, and transaction advice remain outside (§§ 4-38-1004, -1006) |
| California verified 2026-09-06 | Cal. Corp. Code §§ 17710.01-.09 and 17704.07; “conversion” covers domestic LLC → domestic/foreign other entity or foreign LLC and foreign LLC/other entity → California LLC. No separate domestication/continuance/transfer label in this route |
Direct route to corporation, GP, LP, business trust, REIT, qualifying unincorporated association, foreign counterpart, or foreign LLC; nonprofit association excluded. Equal class treatment/nonredeemable-interest rules subject to all-holder consent (§§ 17710.01(k), 17710.02) |
Outbound California LLC → foreign LLC through conversion; inbound foreign LLC → California LLC through conversion if origin law authorizes. Article 10 states no separate same-type domestication, continuance, or transfer procedure (§§ 17710.02, 17710.08) |
Destination law must expressly permit formation by conversion and all other applicable conversion law must be satisfied; inbound foreign entity's law must authorize. “Other business entity” excludes LLC/foreign LLC and nonprofit association; special entities remain outside (§§ 17710.01(k), 17710.02(b), 17710.08(a)) |
Required plan states terms, source/result jurisdictions, result name, member-interest conversion, resulting public and private governing documents, and other required/desired terms; nondissenters become parties to adopted governing documents (§ 17710.03(a),(c)) |
All managers plus majority of members in each class; if no managers, majority of each class; operating agreement may require more, not less. All members approve new personal liability unless plan gives all dissent rights. Written consent uses meeting-equivalent minimum within 60 days; prompt nonconsenter notice (§§ 17704.07(n),(t), 17710.03(b)) |
Domestic corporation/LP/registered-GP result: conversion statement on formation record; nonregistering GP may use authority statement or separate certificate; foreign result uses Certificate of Conversion. All members of member-managed LLC or all managers of manager-managed LLC sign/acknowledge unless articles/operating agreement allow fewer (§ 17710.06) |
Domestic result effective after plan approval, required filings, and any plan date; foreign law controls foreign result. Plan amendment/abandonment before effect; current fee $150 for California corporation, $70 for California LP/registered GP, $30 for nonregistering GP/foreign result. No express good-standing/tax-clearance filing condition; same-entity rule has tax carveouts (§ 17710.03(d)-(e), § 17710.04, § 17710.05, § 17710.09(a); SOS) |
Same entity except specified California tax laws; property/rights vest, debts/liabilities continue, creditor rights/liens remain unimpaired, and proceedings continue. Source LLC filing operates as cancellation without Article 7 action; qualifying inbound foreign registration is cancelled (§§ 17710.06(d), 17710.08(e), 17710.09) |
Conversion is an Article 11 “reorganization”; when outstanding-interest approval is required, a qualifying recordholder may demand cash purchase subject to market, voting, demand, and submission conditions. No merger, dissolution, registration, tax, contract, license, securities, creditor, valuation, or route advice (§ 17711.01 and § 17711.02) |
| Colorado verified 2026-09-08 | Colorado Entity Transactions Law §§ 7-90-201 to -202, -205.5 to -206; “conversion” covers changes of entity form and an LLC's direct domestic/ foreign jurisdiction change, with no separate domestication label |
Domestic LLC → any other domestic form or any foreign form recognized by destination law; eligible foreign entity → domestic entity if its documents/ law do not prohibit and its requirements are met (§ 7-90-201) |
Colorado LLC → recognized foreign LLC form and eligible foreign LLC → Colorado LLC through conversion; no separate ordinary domestication, continuance, transfer, or redomestication provision (§ 7-90-201) |
Foreign result must be a form recognized in the destination; foreign source must not be prohibited by its documents/law and must satisfy both. Organic- statute restrictions and requirements still apply (§§ 7-90-201, -206(1)) |
Required plan states both names/true names, jurisdictions and entity forms, plus terms and how owner interests become result interests/obligations, money, or property. Resulting public constituent document is filed with, but is not a required term of, the plan (§§ 7-90-201.3, -201.7) |
Approval hierarchy: express conversion term; most stringent merger term; most stringent constituent-document amendment term under documents/organic law; otherwise all owners. It incorporates manager preliminaries, notice, quorum, owner/third-party votes and consent (§ 7-90-201.4) |
Standalone statement for a filed Colorado source and non-Colorado/nonfiling result; combined statement plus destination constituent filing for a Colorado filing-entity result. No signature required; causing individual gives name/address and perjury affirmations (§§ 7-90-201.7, 7-90-301, -301.5) |
$50 standalone / $100 combined online filing; filing or stated date/time capped at day 90. Plan procedure controls amendment/abandonment; protected terms cannot be changed, and delayed filing may be revoked before effect. No conversion-specific standing/tax clearance (§§ 7-90-205.5, -304 to -305) |
Result is the same entity and continues in the new form; preconversion obligations and personal liability remain, and no winding up, obligation payment, asset distribution, or dissolution is required by default. The section states no separate contract, title, proceeding, license, or registration promise (§ 7-90-202) |
Organic law/documents control express appraisal grants, denials, limits, or requirements; otherwise § 7-90-206 supplies a merger/exchange/conversion comparison hierarchy. This survey does not administer valuation or advise merger, formation, registration, tax, contract, licensing, creditor, or route |
| Connecticut verified 2026-09-08 | Connecticut Entity Transactions Act, Chapter 616, Parts IV-V; conversion changes entity type, while domestication changes jurisdiction without changing type (§§ 34-600(5), (9)-(11), 34-631, 34-641) |
Domestic LLC may become a domestic or qualifying foreign entity of a different type; listed types include corporations, partnerships/LLPs, LPs/LLLPs, LLCs, business/statutory trusts, nonprofit associations, cooperatives, and other separate legal persons (§§ 34-600(12), 34-631(a)) |
Two-way same-type domestication: Connecticut LLC to foreign LLC when destination law authorizes, and foreign LLC to Connecticut LLC when origin law authorizes (§ 34-641(b)-(c)) |
Other jurisdiction must authorize. Required government notice/approval carries over; charitable property may not be diverted without required court order. Listed financial, insurance, public-service, and religious entities are excluded; professional destination must permit same services (§§ 34-602, 34-608, 34-631, 34-641) |
Separate recorded plan names source/result and jurisdictions; states interest conversion, proposed public organic document, full recorded private rules, other terms/conditions, and required provisions; external facts allowed (§§ 34-605, 34-632, 34-642) |
Operating agreement's conversion/domestication rule controls; otherwise merger rule applies. Statutory LLC fallback is 2/3 in interest in either management form. Each newly liable holder gives recorded approval unless qualifying recorded advance agreement applies (§§ 34-255f(b)-(d), 34-633, 34-643) |
Entity-authorized signer files conversion or domestication certificate naming source/result entity and jurisdictions, approval, and effect; domestic result attaches public organic document, domestic LLP its certificate, and unqualified foreign result a process address (§§ 34-635, 34-645) |
Current base fees: $60 conversion/$100 domestication; inbound Connecticut formation document adds destination fee ($120 for LLC). Filing or stated effect; domestication delay capped at 90 days, conversion section states no cap. Plans may amend/abandon; postfiling abandonment requires certificate before effect. No special good-standing/tax-clearance rule (§§ 34-634-.635, 34-644-.645; SOTS schedules) |
Same entity without interruption; property remains vested, liabilities and powers continue, name substitutes in proceedings, organic records bind, and interests convert. No winding up/dissolution; old/new owner liability follows its period; prior foreign qualification cancels (§§ 34-636, 34-646) |
LLC holder receives contractual appraisal only to extent organic rules or plan provides; statutory corporation entitlement does not extend to LLC. Merger, dissolution/formation, asset transfer, registration, valuation, tax, and route advice remain outside (§§ 34-607, 34-636(a)(9), 34-646(a)(9)) |
| Delaware verified 2026-09-08 | 6 Del. C. §§ 18-212 to -214 and -216: “conversion” governs cross-type and U.S.-state LLC moves; “domestication” covers non-U.S. inbound entities; “transfer/domestication/continuance” covers outbound non-U.S. moves, with optional Delaware continuance |
Domestic LLC may convert to domestic/foreign corporation, statutory/business/common-law trust, association, REIT, GP, LLP, LP, LLLP, foreign LLC, or other incorporated/unincorporated entity. Agreement may bar conversion (§ 18-216(a),(i)) |
Foreign LLC from another U.S. state→Delaware LLC through conversion (§ 18-214); Delaware LLC→another state's LLC through conversion (§ 18-216). Non-U.S. inbound uses LLC domestication (§ 18-212); outbound non-U.S. uses transfer/domestication/continuance and may retain Delaware existence (§ 18-213) |
Sections 18-213 and -216 state no express destination-law reciprocity test, so destination recognition/filing remains separate. Non-U.S. inbound approval follows internal writing or applicable foreign law; outbound routes may be prohibited by LLC agreement. Series/special regimes remain outside (§§ 18-212(g), -213(h), -216(i)) |
No statutory conversion or transfer plan required. Interests may become or be exchanged for cash, property, result/third-entity rights, securities or interests, remain outstanding, or be cancelled. Destination law supplies any resulting organic documents (§§ 18-213(f), -216(d)) |
Conversion and non-U.S. outbound move: LLC-agreement method, then its merger/consolidation method, then members owning >50% of current profit interests; pre-Aug. 2015 LLC grandfather applies unless agreement says otherwise. No statutory class/series vote or separate new-liability consent (§§ 18-213(b), -216(b)) |
U.S. inbound Delaware LLC: simultaneous conversion and formation certificates with same effective time. Foreign conversion result: authorized-person certificate states source name/date, result jurisdiction/name, approval, effective time, process appointment, and mailing address. Non-U.S. routes use paired domestication/formation or transfer/continuance certificates. Certificates are perjury-backed (§§ 18-204, -212(b)-(c), -213(b), -214(b)-(c), -216(e)) |
Filing or delay ≤180 days; future-effective certificate must be amended/terminated before effect if transaction ends or fields change. Current schedule: outbound conversion, transfer/continuance, or domestication $220; inbound conversion/domestication $220 plus $110 formation; domestic result uses result-entity fees. Delaware taxes also apply when LLC converts out; no separate good-standing/tax-clearance certificate stated (§§ 18-206(b)-(c), -1105; Division) |
Same entity/continuation; rights, powers, property, debts due, claims, creditor rights, liens, debts/liabilities/duties continue without deemed transfer; no default winding up/dissolution. Pretransaction obligations, personal liability, and choice of law remain. Domestic continuance creates one Delaware/foreign entity (§§ 18-213(c)-(g), -214(d)-(g), -216(c),(f)-(h)) |
Sections 18-212 to -214 and -216 state no statutory appraisal, dissent, buyout, notice, or withdrawal right; LLC agreement may supply contractual rights or different approval. No merger, dissolution, route, tax, valuation, contract, creditor, licensing, securities, or professional advice |
| District of Columbia verified 2026-09-08 | D.C. Code §§ 29-204.01-.06 govern LLC different-type “conversion”; §§ 29-205.01(d)(3), 29-809.06-.09 send same-type LLC “domestication” to the LLC Act rather than the general domestication subchapter |
Domestic LLC may become domestic different-type or qualifying foreign different-type “entity,” broadly including corporation, partnership/LLP, LP/LLLP, cooperatives, associations, statutory/business/common-law business trusts, or another separate legal person; listed nonentities excluded (§§ 29-101.02(10), 29-204.01) |
Two-way same-type route: qualifying foreign LLC → D.C. LLC and D.C. LLC → qualifying foreign LLC; statute calls it domestication, not continuance or transfer (§§ 29-205.01(d)(3), 29-809.06) |
Foreign law must authorize conversion/domestication; other-law prohibitions and government merger-notice/approval duties remain. LLC domestication also requires foreign law not prohibit and foreign LLC comply; series may not transact independently (§§ 29-201.03-.04, 29-204.01, 29-802.06(o), 29-809.06) |
Recorded conversion plan: source/result identity, type/jurisdiction, interest conversion into interests/securities/obligations/rights/money/ property, public record, full recorded private rules, terms, and required provisions. Domestication plan similarly states names/jurisdictions, terms, consideration, and result organizational documents (§§ 29-204.02, 29-809.06(c)) |
Conversion follows LLC organic rules, then merger rules, then all holders; domestication expressly defaults to all members. Operating agreement generally controls internal affairs; manager-managed LLC also requires all members for either route. Unanimous-holder alternative; holder taking new liability separately approves subject to recorded-rule exception (§§ 29-201.08, 29-204.03, 29-801.07, 29-804.07, 29-809.07) |
Conversion: authorized signer delivers Statement of Conversion with source/ result identity, approval, delay, domestic-result public record, and foreign- result process address; qualifying signed plan may substitute. Domestication: Articles of Domestication; outbound also files certificate- surrender statement. Agent may sign (§§ 29-102.01, 29-204.05, 29-802.03, 29-809.08-.09) |
Conversion filing-effective or delayed ≤90 days; domestication effective under result law/certificate timing. Plans may be amended/abandoned before filing; postfiling conversion abandonment requires statement, while LLC domestication text allows only pre-delivery amendment/abandonment. Current DLCP lists $220 for domestication but no conversion fee; required filing- related fee/tax/penalty must be paid, with no separate status certificate stated (§§ 29-102.01(c), -.03-.05, 29-204.04-.05, 29-809.07-.08; DLCP) |
Same entity; property remains vested, liabilities/debts/obligations and proceedings continue, lawful rights/powers/purposes and plan terms remain, and no dissolution solely from change. Conversion binds result organic records; outbound foreign result remains serviceable for liabilities; qualifying source foreign registration cancels (§§ 29-204.06, 29-809.09) |
Conversion has appraisal only if comparable source-law merger appraisal applies or organic rules/plan creates a contractual right; Chapter 2's general domestication appraisal text does not govern LLC domestication, and §§ 29-809.06-.09 state none. No alternative-route, valuation, tax, contract, license, creditor, or transaction advice (§§ 29-201.09, 29-205.01(d)(3), 29-204.06(a)(9)) |
| Florida verified 2026-09-06 | Fla. Stat. §§ 605.1001-.1072; “conversion” covers Florida LLC → different domestic type or foreign entity and foreign entity → Florida LLC. “Domestication” separately covers only non-U.S. entity → Florida LLC (§§ 605.1041-.1043, 605.1044-.1046, and 605.1051-.1056) |
Direct conversion to domestic corporation, nonprofit corporation, GP/LLP, LP/LLLP, REIT, another organic-law entity, or any foreign entity including a foreign LLC. Individuals, donative/charitable trusts, estates, governments, and specified nonpartnership associations excluded (§§ 605.0102(23), .1041) |
Florida LLC → foreign LLC and U.S. foreign LLC → Florida LLC use conversion. Statutory domestication is inbound only and limited to a non-U.S. entity becoming a Florida LLC; no separate outbound domestication/continuance/transfer route (§§ 605.1041, .1051) |
Foreign-result conversion must be authorized by destination law; inbound foreign conversion and non-U.S. domestication must be authorized by origin law. Transaction chapter does not override other law; ordinary survey excludes special and regulated entities (§§ 605.1001, .1041, .1051) |
Record plan states source name; result name, type, and jurisdiction; interest/right conversion; destination public record and recorded private rules; and all source/destination-law required terms. External facts and lawful extra terms allowed (§§ 605.1005, .1042) |
Majority-in-interest of members entitled to vote—more than 50% of profit interests in each voting class/series, unless organic rules set a different multi-class method. Each newly liable member separately approves in a record unless that member accepted a qualifying organic-rule provision. Meeting notice 10-60 days; minimum-vote written consent with 10-day nonconsenter notice (§§ 605.0102(37), .0105(3)(m), .04073(4), .1043) |
Authorized signer files articles of conversion naming source/result and their types/jurisdictions, reciting approval, attaching a domestic result's public organic record or LLP qualification, giving foreign-result service contacts when unregistered, addressing appraisal payment, and stating any delayed date. Inbound non-U.S. domestication instead attaches Florida articles plus origin status evidence, if any (§§ 605.0203, .1045, .1055) |
$25 conversion filing; residual $25 fee governs other LLC documents, plus destination record fees. Default acceptance-time effect or stated time/date up to day 90. Plan amendment and pre-effect abandonment allowed; postfiling abandonment requires a filed statement. Only non-U.S. domestication expressly requires origin status evidence; no conversion tax-clearance attachment appears in the exhaustive filing list (§§ 605.0207, .0213, .1044-.1045, .1054-.1055) |
Same entity without interruption for Florida LLC result; property remains vested, debts/liabilities and rights continue, proceedings may substitute the new name, governing records/interests take effect, and no winding up or dissolution occurs. Foreign-result service and former/new owner-liability rules preserved; Florida registration cancels for a converting registered foreign entity (§§ 605.1046, .1056) |
Voting member has appraisal/payment right on consummated conversion, subject to the complete statutory limits and procedures; organic rules may modify, restrict, or eliminate rights only with each affected member's authorization. No comparable domestication event listed. Alternative transactions and legal, tax, valuation, contract, licensing, creditor, and route advice excluded (§§ 605.1004, .1006, .1043(5)(c)) |
| Georgia verified 2026-09-06 | Destination-specific O.C.G.A. routes: Georgia LLC → Georgia business corporation (§ 14-2-1109.2), Georgia LP (§ 14-9-206.2), or foreign LLC/LP/corporation (§ 14-11-906); foreign LLC → Georgia LLC (§ 14-11-212). All are conversion/election; no separate domestication/continuance label |
Direct domestic results limited to Georgia business corporation or limited partnership; foreign results limited to LLC, LP, or corporation whose law permits conversion. No direct Georgia GP, nonprofit, trust, or other-form destination in these exhaustive conversion sections (§§ 14-2-1109.2, 14-9-206.2, 14-11-906) |
Outbound Georgia LLC → foreign LLC uses § 14-11-906 conversion; inbound foreign LLC → Georgia LLC uses § 14-11-212 election/conversion. No distinct statutory domestication, continuance, transfer, or redomestication route |
Foreign-result conversion must be permitted by destination law; effect also follows destination law and the plan. Inbound foreign LLC uses the approval or compliance sufficient under applicable law or governing documents. Ordinary routes name only corporation, LP, and LLC forms; special/regulated entities outside scope (§§ 14-11-212, -906) |
Foreign result requires plan stating member-interest conversion into result interests/shares/obligations/securities and may add terms. Georgia corporation and LP results use certificate interest-conversion statement plus attached articles/certificate; inbound Georgia LLC uses conversion statement or written operating-agreement reference plus attached articles. No separate internal plan required for those three routes (§§ 14-2-1109.2, 14-9-206.2, 14-11-212, -906) |
Georgia corporation/LP result: all members or other approval sufficient under law/governing documents. Foreign result: unanimous members unless articles or written operating agreement vary. Written action uses all voters, or meeting minimum if governing records allow, with ≤10-day nonparticipant notice. No separate new-liability consent in conversion sections (§§ 14-2-1109.2(a), 14-9-206.2(a), 14-11-309, -906(c)) |
File destination-specific certificate naming source/result and jurisdiction, approval, later effect, and interest conversion. Attach Georgia corporation articles, LP certificate, or inbound LLC articles. Foreign result adds agent revocation, irrevocable SOS process appointment, mailing address/update, and dissent-payment commitment. LLC-chapter documents may be signed by a member, manager, no-member organizer, or fiduciary; other conversion sections do not name a source-LLC signer (§§ 14-2-1109.2(b), 14-9-206.2(b), 14-11-205, -212(b), -906(g)) |
Statutory base fees: $95 Georgia-corporation/foreign/inbound-LLC conversion; $80 election into Georgia LP. Filing time or later date/time, with general 90-day filing cap. Foreign-result plan abandonment uses its method or unanimous members unless articles/written agreement vary. No express good-standing/tax-clearance attachment (§§ 14-2-122-.123, 14-9-201, -1101, 14-11-206, -906(d), -1101) |
Georgia corporation, LP, and inbound LLC results are the same continuing entity from original start date; property/title/contracts/debts remain vested, liabilities/claims/creditor rights/liens continue, proceedings continue, interests convert, and no dissolution occurs. Foreign result's effect instead follows destination law/plan; SOS process appointment and any required Georgia foreign qualification remain (§§ 14-2-1109.2(c)-(d), 14-9-206.2(c)-(d), 14-11-212(c)-(d), -906(e)-(h)) |
Default fair-value dissent right for domestic LLC converting under § 14-2-1109.2 or § 14-11-906, unless articles/written operating agreement say otherwise; meeting/no-vote notices apply. No express conversion dissent event for Georgia-LP or inbound-LLC election. Merger, dissolution/new formation, asset transfer, registration, and legal, tax, valuation, contract, licensing, creditor, and route advice excluded (§§ 14-11-1002-.1003) |
| Hawaii verified 2026-09-08 | Hawaii LLC Act §§ 428-901, -902.5, -902.6, and -903; 'conversion' covers both a domestic LLC becoming another entity and becoming a foreign LLC. Hawaii uses no separate domestication label |
Domestic LLC may become a foreign LLC or any qualifying other entity. Article 9/X-10 forms include profit/professional/nonprofit corporation, GP/LLP, LP/LLLP, and LLC; nonprofit conversion limits remain separate (§§ 428-901, -902.5; X-10) |
Two-way same-type movement by conversion: Hawaii LLC to qualifying foreign LLC, and qualifying foreign LLC to Hawaii LLC. No separate domestication, continuance, or transfer procedure (§ 428-902.5(a)-(b)) |
Outbound conversion and resulting formation must be permitted by and comply with destination law; inbound conversion must be permitted by and comply with origin law. Foreign result files Hawaii process-agent and enforcement agreements (§§ 428-902.5, -903(8)) |
Plan names source/result, states continued existence in resulting form, identifies form and jurisdiction, and states ownership conversion; may add lawful terms including initial bylaws/officers. No express attachment of private organic rules (§ 428-902.5(c)-(d)) |
Uses merger approval with LLC treated as nonsurvivor. Operating agreement may provide method; otherwise specified ownership threshold cannot be below majority, and silence requires all members. No member becomes personally liable without consent (§§ 428-902.5(a)(1), (4), 428-904(e)) |
Officer/authorized representative signs X-10 Articles stating entity forms/jurisdictions, approval, plan location/free-copy promise, and LLC authorized votes for/against. Attach resulting Hawaii registration document; foreign result also files process-agent/enforcement agreements (§§ 428-902.6, -903(8); X-10) |
$100 profit conversion filing; filing-effective or delay ≤30 days. Before effect, plan procedure or members govern abandonment without further member action; postfiling statement due before effect. No good-standing or tax-clearance attachment stated (§§ 428-206(d), -902.5(e)-(f), -1301(a)(4); X-10) |
Continues without interruption; property/title automatically remains subject to liens, liabilities/obligations and creditor rights continue, proceedings continue without substitution, interests convert, and preexisting owner liability follows written/prior/resulting-law rules (§ 428-903) |
Former domestic-LLC members receive plan rights or dissent rights under § 414-342; foreign result files an enforcement agreement. Merger is separately authorized and is not treated here as a substitute (§§ 428-903(6), (8), 428-904) |
| Idaho verified 2026-09-08 | Idaho Model Entity Transactions Act §§ 30-22-101 to -110, -401 to -406, and -501 to -506; conversion changes entity type, while domestication keeps type and changes governing jurisdiction (§ 30-22-102(a)(4)-(9)) |
Domestic LLC may become a different-type Idaho entity or qualifying foreign entity. Defined forms include business/nonprofit corporation, GP/LLP, LP/LLLP, cooperatives, unincorporated nonprofit, business/statutory trust, and other separate legal persons; domestic results face filing-form limit (§§ 30-21-102(11), 30-22-110(b), -401) |
Two-way same-type domestication: Idaho LLC to same-type foreign entity if destination law authorizes, and foreign LLC to Idaho LLC if origin law authorizes. No separately named continuance/transfer route (§ 30-22-501) |
Foreign conversion/domestication requires other-jurisdiction authorization. Other law and required government approval remain; charitable assets protected; bank, credit-union, insurer, and specified regulated-entity laws control conflicts (§§ 30-22-103 to -104, -110) |
Recorded plan names source/result types and destination jurisdiction; states interest conversion into interests/securities/obligations/money/property/rights; proposed public record; full recorded private rules; other terms; and required provisions. Outside facts allowed if operation specified (§§ 30-22-107, -402, -502) |
Route-specific organic rules control; otherwise merger method applies, then all entitled holders if no method. Chapter 25 supplies all-member outside-course default but operating agreement governs gaps. Each newly liable member separately approves in a record unless qualifying advance recorded term applies; unanimous alternative available (§§ 30-25-105, -407; 30-22-108, -403, -503) |
Converting/domesticating LLC signs statement naming both entities/jurisdictions/types, approval, and timing; attach Idaho public organic record/LLP qualification for Idaho result, or designate Idaho agent for qualifying foreign result. Compliant signed plan may substitute; Idaho LLC certificate gives name, addresses, agent, and governor (§§ 30-22-405, -505; 30-25-201) |
Filing-effective or delay ≤90 days; foreign result waits for later destination-law time. Plan may amend/abandon; postfiling abandonment statement due before effect; correction relates back except adverse reliance. § 30-21-214 sets statement fees; current public page adds $20 manual-paper surcharge and lists $100 Idaho LLC certificate base fee; no good-standing/tax-clearance record (§§ 30-21-205, -214; 30-22-404 to -405, -504 to -505; SOS) |
Same entity without interruption; property, debts/liabilities, rights/powers, proceedings, organic records, and interests continue or convert; no winding up/dissolution. Liability follows pre/post periods; registered-foreign source's Idaho registration cancels (§§ 30-22-406, -506) |
Appraisal carries over only if equivalent organic-law merger rights exist and are not validly limited; organic rules/plan may add contractual appraisal. The Act permits another lawful route but does not choose or validate it (§§ 30-22-106, -109) |
| Illinois verified 2026-09-06 | 805 ILCS 415 Entity Omnibus Act plus 805 ILCS 180/37-10. Article 2 “conversion” changes a domestic LLC to a different domestic/foreign type; Article 3 “domestication” moves the same LLC type between jurisdictions (§§ 201-206, 301-306) |
Direct conversion to different domestic/foreign business, medical, nonprofit, or professional-service corporation; GP/LLP; LP/LLLP; or LLC type recognized by the Act. Foreign destination must authorize; same-type foreign LLC move uses domestication (805 ILCS 415/102, 201) |
Outbound Illinois LLC → foreign LLC and inbound foreign LLC → Illinois LLC through same-type “domestication,” only when the foreign jurisdiction's law authorizes. No separate continuance/transfer label in the Entity Omnibus Act (805 ILCS 415/301) |
Foreign-result and inbound foreign conversion/domestication require the foreign jurisdiction's authorization. Any governmental notice/approval required for merger also applies; charitable-property protections and other law remain. Entity definition excludes trusts and other unlisted forms; special/regulated entities outside ordinary scope (805 ILCS 415/102-104, 201, 301) |
Record plan states before/after names/types and result jurisdiction, interest-to-interest/consideration treatment, destination public record, full record-form private organic rules, other terms/conditions, and required source-law terms; external facts and lawful additions allowed; plan retained under entity policy (805 ILCS 415/107, 202, 302) |
Operating-agreement conversion/domestication rule first; otherwise imported merger rules, including default all-member consent, or unanimous owner alternative. Conversion: every newly liable holder approves in a record. Domestication: preaccepted recorded operating-agreement provision may permit fewer. No independent default manager/class vote (805 ILCS 415/108, 203, 303; 805 ILCS 180/37-21, 37-36) |
Authorized signer files statement naming source/result and types, reciting approval, stating any delayed time, and attaching signed destination public organic record or domestic LLP qualification. Domestication also states jurisdictions and gives Illinois process address for unqualified foreign result (805 ILCS 415/205, 305) |
$100 conversion or domestication statement; $150 amendment and $100 abandonment statement. Filing-time or stated later time: conversion ≤90 days, domestication ≤30 days. Plan-method or original-method amendment and pre-effect abandonment; postfiling abandonment statement. No express good-standing/tax-clearance attachment in exhaustive statement lists (805 ILCS 415/204-205, 304-305, 401) |
Same entity without interruption; property remains vested, liabilities and rights/powers/purposes continue subject to other law/plan, pending action may substitute name, new public/private organic records bind, and interests convert. No winding up/dissolution; new/prior holder-liability, foreign process, and inbound qualification-cancellation rules preserved (805 ILCS 415/206, 306) |
Ordinary LLC has no automatic appraisal right in current LLC Act Article 37; Entity Omnibus Act carries merger-based rights only if organic law supplies them and independently enforces rights in operating agreement or plan, using BCA § 11.65 as practicable. Merger, dissolution/new formation, asset transfer, registration, and legal, tax, valuation, contract, licensing, creditor, and route advice excluded (805 ILCS 415/106, 109) |
| Indiana verified 2026-09-08 | Indiana Uniform Business Organization Transactions Act, IC 23-0.6-4 and IC 23-0.6-5; conversion changes entity type, while domestication changes jurisdiction without changing type |
Domestic LLC → domestic entity of a different type or authorized foreign entity of a different type; authorized foreign different-type entity → domestic entity. Mutual-insurer stock conversion and conversions to/from a nonprofit are excluded (§ 23-0.6-4-1) |
Domestic Indiana LLC → same-type foreign LLC and authorized foreign LLC → Indiana LLC through domestication; no separate ordinary continuance, transfer, or redomestication label (§ 23-0.6-5-1) |
Foreign destination/source law must authorize conversion or domestication; other law remains applicable, and an entity needing agency notice/approval for merger needs it for either route (§§ 23-0.6-1-2 to -3, 23-0.6-4-1, 23-0.6-5-1) |
Record-form plan states source/result identity and jurisdiction, interest conversion into interests/securities/obligations/acquisition rights/cash/ property, proposed public record, full record-form private rules, terms, and other required provisions (§§ 23-0.6-4-2, 23-0.6-5-2) |
Organic-rule conversion/domestication terms control; otherwise merger- approval law/rules apply, and only if neither exists do all holders entitled on any matter approve. Each newly liable holder separately consents in a record unless the statute's accepted fewer-than-all rule applies (§§ 23-0.6-4-3, 23-0.6-5-3) |
Entity-signed articles state source/result names, types/jurisdictions, approval and any delay; domestic result attaches its public organic record, foreign result gives process address. A signed qualifying plan may substitute (§§ 23-0.6-4-5, 23-0.6-5-5) |
Electronic $20 / other $30 for either articles; filing or stated time ≤90 days, and foreign result waits for foreign-law effectiveness. Material plan amendments preserve holder approval; pre-effect abandonment and postfiling articles available. No route-specific standing/tax clearance (§§ 23-0.6-4-4 to -5, 23-0.6-5-4 to -5; 23-0.5-9-49 to -52) |
Same entity without interruption; property remains vested, debts and liabilities continue, proceedings continue/substitute, organic records and interest conversion take effect, and no winding up/dissolution. Prior owner liability survives; new liability is prospective (§§ 23-0.6-4-6, 23-0.6-5-6) |
Any merger-based appraisal right under the LLC's organic law carries over; organic rules or plan may create contractual rights, with IC 23-1-44 used as practicable if LLC law lacks procedure (§ 23-0.6-1-8). Merger, formation, registration, tax, valuation, contract, licensing, creditor, and route advice stay outside |
| Iowa verified 2026-09-08 | Iowa Uniform LLC Act, Chapter 489, subchapter X; conversion changes entity type under §§ 489.1041-.1046, while domestication changes an LLC's jurisdiction under §§ 489.1051-.1056 (§ 489.1001(3)-(10)) |
Domestic LLC may become a different-type domestic or qualifying foreign entity. Entity list includes business/nonprofit corporation, GP/LLP, LP/LLLP, LLC, cooperative, nonprofit association, business/statutory trust, and other separate legal person (§§ 489.1001(11), 489.1041(1)) |
Two-way same-type domestication: Iowa LLC to foreign LLC if destination law authorizes, and foreign LLC to Iowa LLC if origin law authorizes. Iowa uses domestication, not continuance/transfer, for this route (§ 489.1051) |
Foreign conversion/domestication must be authorized by other-jurisdiction law. Required Iowa government notice/approval carries over; charitable diversion follows Chapter 504. Bank, insurer, or utility transaction unavailable if its regulatory chapter disallows it (§§ 489.1002-.1003, .1007, .1041, .1051) |
Separate recorded plan names source/result and jurisdiction/type; states interest conversion into interests/securities/obligations/money/property/rights, proposed public organic record, full recorded private rules, other terms, and required provisions; bounded external facts allowed (§§ 489.1005, .1042, .1052) |
Conversion and domestication each require all members entitled to vote/consent. Each newly liable member separately approves in a record unless qualifying recorded advance agreement applies; no lower general operating-agreement threshold stated (§§ 489.1043, .1053) |
Company-authorized person signs statement naming source/result, jurisdictions/types, approval, domestic public organic record/LLP qualification attachment, and foreign-result office/process address. Destination public organic record need not be separately signed (§§ 489.203, .1045, .1055) |
Statement fee $50; filing-effective or delayed through day 90, with foreign result at later destination-law time. Plans may amend/abandon; postfiling abandonment statement required. General withdrawal/correction rules apply; no conversion/domestication-specific status or tax clearance (§§ 489.122, .207-.209, .1044-.1045, .1054-.1055) |
Same entity without interruption; property, debts/liabilities, rights/powers, proceedings, organic records, and interests continue or convert; no winding up/dissolution. Liability follows pre/post periods; registered-foreign status cancels when source was registered (§§ 489.1046, .1056) |
Only contractual appraisal to extent operating agreement or plan provides; no general statutory LLC appraisal entitlement or procedure. Alternative routes, value, tax, licensing, private consent, and transaction advice remain outside (§§ 489.1004, .1006) |
| Kansas verified 2026-09-08 | Kansas Business Entity Transactions Act, §§ 17-78-101 to -109, -401 to -406, and -501 to -506; conversion changes entity type, while domestication keeps the type and changes governing jurisdiction (§ 17-78-102(e)-(k)) |
Domestic LLC may become a different-type Kansas entity or qualifying foreign entity. Defined forms include corporation, GP/LLP, LP/LLLP, business/statutory trust, cooperative, and another qualifying separate legal person (§§ 17-78-102(l), -401) |
Two-way same-type domestication: Kansas LLC to same-type foreign entity, and qualifying foreign LLC to Kansas LLC. Each direction requires authorization under the other jurisdiction's law (§ 17-78-501) |
Foreign conversion or either domestication direction requires other-jurisdiction authorization. Other law remains applicable; Chapter 66 entities need special approval, required agency merger notice/approval carries over, and charitable property remains protected (§§ 17-78-103 to -104) |
Recorded conversion/domestication agreement states source/result identity, type and jurisdiction; interest conversion or consideration; proposed public organic document; full recorded private rules; other terms; and required provisions. External facts allowed if operation is specified (§§ 17-78-107, -402, -502) |
Route-specific governing rules control. Otherwise merger default: post-6/30/2019 LLC, >50% of all profits interests; older LLC, >50% overall and in each class/group. Governing rules may vary either default. Each newly liable holder separately approves in a record unless the advance recorded-rule exception applies; unanimous alternative available (§§ 17-7681(a)(1), 17-78-108, -403, -503) |
Authorized person signs certificate naming source/result, jurisdictions/types, approval, and any delayed effect; attach Kansas public organic document/LLP qualification for a Kansas result and give a process-mailing address for a foreign result. A qualifying signed agreement may substitute; Form CDD pairs an inbound certificate with formation document (§§ 17-78-405, -505, -601; CDD) |
Filing-effective or delayed ≤90 days. Agreement amendment protects material holder changes; termination before effect follows the agreement/original method, with a postfiling termination certificate. Inbound CDD posts form-specific combined fees ($165 for an LLC result), no online filing, and no good-standing or tax-clearance attachment (§§ 17-78-404 to -405, -504 to -505, -601; CDD) |
Same entity without interruption; property and liabilities continue; rights/powers, proceedings, organic records, and interests continue or convert; no winding up/dissolution. Pretransaction holder liability remains, posttransaction liability follows resulting law, and a converting qualified foreign entity's Kansas authority cancels (§§ 17-78-406, -506) |
Merger-based appraisal carries over only when the LLC organic law would provide it and governing rules do not validly limit it; governing rules/agreement may create contractual appraisal. The Act is nonexclusive, but it does not choose or validate another route (§§ 17-78-106, -109) |
| Kentucky verified 2026-09-08 | Destination-specific statutes govern direct LLC conversion: KRS 275.372 and 362.2-952 to -955 for limited partnership; § 362.1-903(2) for limited liability partnership; §§ 386A.7-060 to -070 for statutory trust |
Direct domestic destinations are limited partnership, limited liability partnership, and statutory trust. Current Chapter 275 states no LLC-to-corporation conversion; nonprofit LLC cannot use the statutory-trust route (§§ 275.372; 362.1-903(2); 362.2-952(4); 386A.7-060(1)) |
No direct outbound Kentucky-LLC-to-foreign-LLC or inbound foreign-LLC-to-Kentucky-LLC domestication, continuance, or transfer provision in the complete current Chapter 275 scheme; foreign qualification and merger are different transactions (Chapter 275 index) |
All identified destinations are Kentucky entities, so no destination-jurisdiction reciprocity rule applies. Statutory-trust route excludes a nonprofit LLC; specialized professional, regulated, and licensing requirements remain outside (§ 386A.7-060(1)) |
LP: record plan gives before/after names, terms, interest conversion into money/LP interests/other consideration, and destination documents. LLP and trust sections require approved terms; trust filing launches its governing instrument, while LLP files qualification (§§ 362.2-952(5), -955(2)(d); 362.1-903(2); 386A.7-060) |
All members approve each route notwithstanding operating agreement; no lower agreement threshold, class/series rule, or separate written-consent process. Unanimity also supplies consent to destination general-partner liability for LLP/ordinary LP results (§§ 275.372(4); 362.1-903(2)(b), (e); 362.2-955(4); 386A.7-060(2)(b)) |
LP: destination certificate plus conversion, predecessor, jurisdiction, and approval statements. LLP: statement of qualification plus predecessor/conversion statements. Trust: certificate of trust plus conversion, former name/form, and approval. Authorized representative executes; LLC articles cancel for trust result (§§ 14A.2-020; 362.1-903(2)(c); 362.2-954(1); 386A.7-060(3), (6)) |
Destination filing controls effect; delay through day 90, with pre-effect withdrawal and same-fee charge. Current SOS fee schedule: $40 LP certificate or LLP qualification; $15 trust declaration listing. No conversion-specific amendment, abandonment, good-standing, or tax-clearance rule stated (§§ 14A.2-070 to -080; current SOS fee schedule) |
LP and trust results are same entity; property/contract rights, privileges, obligations, and proceedings continue, and destination documents bind owners. LLP section preserves preconversion LLC liability status and applies general-partner liability after effect; it states no equally broad continuity list (§§ 362.1-903(2)(e); 362.2-955; 386A.7-070) |
No conversion-specific appraisal or dissent procedure in the identified LLC-source sections; unanimity is required. Merger, dissolution/formation, asset transfer, foreign registration, tax, valuation, and route advice remain outside (§§ 275.372; 362.1-903(2); 362.2-952 to -955; 386A.7-060 to -070) |
| Louisiana verified 2026-10-02 | Chapter 25 and Business Corporation Act entity-conversion provisions; direct conversion changes a domestic LLC into another domestic business-entity form. Because LLC law has no conversion-approval procedure, approval/effectuation follows its merger method (§§ 12:1601-1602; 12:1-950(C)) |
Yes; domestic LLC may become a domestic business corporation, partnership, partnership in commendam (limited partnership), or registered limited liability partnership. Nonprofit and foreign destinations are outside the defined domestic business-entity set (§§ 12:1601-1602; 12:1-950(C)) |
No same-type interstate LLC route. Domestic LLC conversion is domestic-to-domestic; a foreign unincorporated entity may convert only to a Louisiana business corporation, not a Louisiana LLC. Foreign registration and cross-border merger are different transactions (§ 12:1-950(C)-(D); Title 12 LLC index) |
No destination-law reciprocity issue because an LLC-source conversion must end in a Louisiana form. A license continues only if the resulting form may hold it and allowed update rules are met; most ownership changes fall outside the license-continuation section (§§ 12:1601-1604) |
Written plan states destination type, terms/conditions, conversion of LLC interests into shares, interests, securities, obligations, acquisition rights, cash, property, or a combination, and full resulting organic documents; objective outside facts allowed (§ 12:1-951(A), (C)) |
Default majority of members, one vote each, whether member- or manager-managed; articles or written operating agreement may change voting. No conversion-specific class/series vote, written-consent process, or separate consent for newly acquired owner liability is stated for an LLC source (§§ 12:1-950(C); 12:1318(A)-(B); 12:1359(A)(1)) |
Member, manager, officer, or other authorized representative signs acknowledged/authentic-act Articles of Entity Conversion stating before/after names and approval; include or attach the resulting filing entity's organic document and any required initial-report terms. File with Secretary and, within 30 days, duplicate in every parish where the converting LLC owns immovable property (§§ 12:1-120(H)(10), 12:1-953(B), (D), (F)) |
$125 LLC conversion fee effective Oct. 1, 2026. Filing-effective or stated delay through day 90. Plan may authorize prefiling amendment; merger-method fallback permits prefiling abandonment subject to the plan/contract rights. Short-period tax return if classification changes; no conversion-specific good-standing or tax-clearance certificate stated (§§ 12:1-123(C), 12:1-951(B), 12:1359(C), 12:1603; R.S. 49:222; 2026 Act 921) |
Same uninterrupted entity and original organization date; property/title, liabilities, pending proceedings, resulting organic records, and converted interests continue without transfer or substitution. Preconversion owner liability survives; license continuation is conditional. Statute gives no blanket contract, permit, tax, or foreign-registration guarantee (§§ 12:1-955(A), (D)-(E); 12:1603-1604) |
Conversion statute gives holders plan rights plus only any appraisal rights supplied by the converting entity's organic law; it states no separate LLC conversion-appraisal procedure. Merger, dissolution/formation, asset transfer, foreign registration, tax election, valuation, and route advice remain outside (§ 12:1-955(A)(6); Title 12 LLC index) |
| Maine verified 2026-09-08 | Maine Limited Liability Company Act, 31 M.R.S. §§ 1502, 1645-1648; one “conversion” subchapter covers an LLC's cross-type change and domestic↔foreign LLC movement. No separate domestication, continuance, or transfer route |
Broad route to an “organization” other than a Maine LLC if the other form's statute authorizes: corporation, GP, LP, LLP, foreign LLC, business trust, association, or other qualifying form. Current MLLC-CONV expressly lists domestic/foreign corporation, LP, LLC, LLP, and partnership results (§§ 1502(19), 1645; form) |
Outbound Maine LLC→foreign LLC and inbound foreign LLC→Maine LLC use conversion, not domestication. “LLC” alone means a Maine entity; a foreign LLC is separately defined as a foreign organization (§§ 1502(11)-(14), 1645; MLLC-CONV) |
Non-LLC form's governing statute must authorize; laws governing source and result must not prohibit; both organizations comply with their own governing statutes. Broad “organization” definition includes special/public forms, but those regimes remain outside this ordinary-private-LLC answer (§§ 1502(19), 1645(1)) |
Plan must be in a record and state source name/date/jurisdiction/form; result name/jurisdiction/form; terms; interest-to-money/result-interest/other-consideration mechanics; and result's recorded organizational documents. Interests may also become property, rights/securities of another organization, or be cancelled (§ 1645(2)-(3)) |
Every member must consent to the plan; statute states no lower agreement, class, series, manager-only, or no-member route and no separate new-liability consent. Before filing, plan terms control amendment/abandonment or the same unanimous consent is required (§ 1646) |
Authorized person signs Statement of Conversion stating conversion; result name/form/jurisdiction/date/principal office; destination-law effective date; approval under both laws/agreement; and foreign-result process acknowledgment. Result Maine LLC also files formation certificate; current form attaches destination organizing record or marks a nonfiling result (§§ 1647, 1676; MLLC-CONV) |
Non-LLC result effective under destination statute; Maine LLC result when formation certificate takes effect. Chapter 21 filing delay stops at the 90th day. Amendment/abandonment only before conversion statement filing. Current form: business corporation $145; LP, LLP, partnership, or LLC $175, domestic or foreign. No express good-standing/tax-clearance condition (§§ 1646-1647, 1674, 1680; form) |
Same organization; property, debts/obligations/liabilities, proceedings, rights, privileges, immunities, powers, purposes, and plan terms continue; no winding up/dissolution or deemed transfer. Foreign result accepts Maine jurisdiction/service for enforceable preconversion liabilities (§ 1648) |
No express conversion appraisal, dissent, buyout, or withdrawal right in §§ 1645-1648 or complete Chapter 21; unanimity prevents conversion without every member's consent. No merger, dissolution, asset-transfer, registration, tax, route, valuation, contract, creditor, license, securities, or professional advice |
| Maryland verified 2026-10-02 | Maryland LLC Act §§ 4A-1101 to -1107 plus §§ 4A-403 and 1-203, 1-301; “conversion” covers both entity-type changes and same-type foreign-LLC jurisdiction changes |
LLC → Maryland/foreign corporation, partnership, LP/LLLP, business trust, qualifying domestic/foreign unincorporated business, or foreign LLC; eligible other entity → Maryland LLC (§ 4A-1101) |
Maryland LLC → foreign LLC and foreign LLC → Maryland LLC through conversion; no separate ordinary domestication, continuance, transfer, or redomestication label (§ 4A-1101(a),(b)-(c)) |
Maryland statute names domestic/foreign results but does not itself state a foreign-law reciprocity condition; destination/source law and governing document still control approval and formation. Professional, regulated, nonprofit, and other special regimes remain outside (§§ 4A-1101 to -1102) |
No separate statutory plan; articles state source/result identity and jurisdiction, approval, interest conversion/exchange and unconverted treatment, outside-fact dependencies, and other necessary terms. Maryland LLC/corporation result adds its formation articles (§§ 4A-1101, -1103, -1105) |
Unless otherwise agreed, members holding ≥2/3 of profit interests approve; other-entity source follows its governing document and home law. No separate conversion-specific new-liability consent (§§ 4A-403(a),(d)(1), 4A-1102(a)-(b)) |
Authorized person signs and acknowledges articles, and an authorized person verifies approval facts under oath. Articles give source/result identity, jurisdiction, approval, interest treatment, foreign-result principal office and Maryland resident agent, and other necessary terms; domestic LLC result also files articles of organization (§§ 1-301, 4A-206, 4A-1101, -1103) |
$100 conversion-articles fee plus a domestic formation record's separate $100 fee; acceptance or stated time ≤30 days later. Unless otherwise agreed/ stated, pre-effect abandonment uses the two-thirds vote and postfiling notice is prompt; a rejected charter document refiled and accepted within 30 days of mailed rejection notice retains the original filing date under 2026 ch. 313; no route-specific standing or tax clearance (§§ 1-203, 4A-1103(e), -1106 to -1107; 2026 ch. 313) |
Same entity; assets/title vest, licenses/permits/registrations remain, debts/obligations and proceedings continue, creditor rights/liens persist, interests convert, and no winding up/dissolution/asset transfer occurs by default. Prior personal liability survives (§ 4A-1104) |
Objecting member receives the same interest rights as an objecting Maryland corporation stockholder, with Title 3 Subtitle 2 procedures applied as practicable (§ 4A-1102(c)). Merger, formation, registration, tax, valuation, contract, licensing, creditor, and route advice stay outside |
| Massachusetts verified 2026-09-08 | G.L. c. 156D §§ 9.50-.55 supplies domestic LLC → Massachusetts business corporation conversion; c. 156C §§ 59-.63 supply LLC merger procedures by cross-reference. Chapter 156C contains no LLC domestication article |
Direct domestic LLC → Massachusetts domestic business corporation only under the surveyed provisions. Chapter 156C § 69 runs the opposite way (specified business entity → domestic LLC); no general LLC → other domestic or foreign form route stated (§§ 9.50(c), 9.53(b); c. 156C § 69) |
No direct outbound Massachusetts LLC → foreign LLC or inbound foreign LLC → Massachusetts LLC domestication, continuance, transfer, or redomestication route in the complete current c. 156C section index; foreign registration is separate |
Result is a Massachusetts domestic business corporation governed by c. 156D; no foreign-destination reciprocity rule applies to this narrow route. Professional, nonprofit, regulated, and foreign results remain outside it (§ 9.50(c)) |
Plan states corporation result; conversion terms; LLC-interest conversion into shares, securities, obligations, acquisition rights, cash, property, or combinations; and full resulting organic documents. Postapproval amendments cannot change consideration, organic documents, or materially adverse terms (§ 9.51) |
Uses c. 156C merger approval: written operating agreement controls; default is members owning >50% of unreturned contributions, separately in each class/group. No new-owner-liability consent for an ordinary corporation result (§ 9.50(c); c. 156C § 60(a)) |
Officer/authorized representative signs articles of entity conversion with LLC/result names, approval statement, and the corporation's required organization provisions or attached articles; Secretary filing makes them effective (§ 9.53(b),(d)) |
Secretary approval-for-filing or stated date/time ≤90 days after receipt; current LLC → domestic corporation fee $475 plus stock fees. Section 9.51 permits only limited prefiling plan amendment; § 9.56's abandonment rule is written for a converting domestic business corporation, not this LLC route. No special standing or tax-clearance condition stated (§§ 1.23, 9.51; Secretary schedule) |
Same entity without interruption and retains original organization date; property remains, liabilities and proceedings continue, filed/new organic documents govern, and LLC interests reclassify under the plan. Prior LLC owner liability survives; no postconversion LLC-law liability for new corporate debts (§ 9.55(a),(d)) |
Section 9.50(c) imports merger appraisal rights if the LLC organic law provides them; c. 156C § 60(b) instead makes resignation and the §§ 31-37 distribution route the exclusive merger-objection remedy. No full appraisal procedure is administered here; merger, formation, registration, tax, valuation, contract, licensing, creditor, and route advice stay outside |
| Michigan verified 2026-09-06 | Mich. Comp. Laws §§ 450.4705a, 450.4708-.4709; Michigan calls both an LLC's entity-type change and same-type interstate movement “conversion,” not a separate domestication, continuance, or transfer route |
Direct domestic LLC → domestic/foreign corporation or nonprofit, GP, LP, telephone corporation, foreign LLC, or another domestic/foreign incorporated or unincorporated business enterprise; domestic LLC is excluded as a result under this conversion definition (§§ 450.4705a(1)(a), 450.4708) |
Outbound Michigan LLC → foreign LLC through § 450.4708 conversion; inbound foreign LLC → Michigan LLC through § 450.4709 conversion. No separately named domestication, continuance, transfer, or redomestication procedure |
Destination internal-affairs law must permit conversion and the result must comply with it; inbound organization must be permitted by and comply with its own governing law. Broad business-organization definition includes nonprofit and a named telephone-corporation form; special regimes remain controlling (§§ 450.4705a(1)(a), 450.4708(1)(a), 450.4709(1)(a)) |
Plan states source/result names, result type and governing statute, street and principal-business addresses, terms, interest conversion into result interests, obligations, cash or other consideration, resulting organizational-document terms, and other desired provisions (§ 450.4708(1)(b)) |
Member vote required; unanimous voting members unless articles/operating agreement provide otherwise. “Vote” includes consent. Lower-threshold nonfavoring member may withdraw before conversion for fair value; no separate class/series, notice, or new-liability consent in § 450.4708. Qualifying no-business LLC uses unanimous organizer consent (§§ 450.4102(v), 450.4708(1)(c)-(d)) |
File Certificate 754 plus destination-law formation records; certificate gives source/result identities, type, governing statute, addresses, approval, free plan-copy undertaking, and continuing assumed names. Manager, member, or authorized agent signs; majority of organizers sign on the no-business route (§§ 450.4103(2)-(3), 450.4708(1)(d)-(e); Form 754) |
Filing endorsement or stated later time ≤90 days. Certificate fee $25; current packages: domestic profit corporation ≥$85, nonprofit $45, foreign result $25, inbound foreign LLC → Michigan LLC $75. Generic correction exists; § 450.4708 and Form 754 state no conversion-specific plan-amendment, abandonment, withdrawal, good-standing, or tax-clearance attachment (§§ 450.4104(6), 450.4106, 450.5101(1)(l); Form 754) |
Same entity and original organization date; property/title/rights remain vested without transfer, liabilities and preconversion personal liability continue, proceedings continue or substitute the result, interests convert, and no windup/dissolution unless the plan says otherwise. Foreign result remains subject to Michigan business and process law; no separate contract, permit, license, or tax-continuity promise (§ 450.4708(3)-(4)) |
No general appraisal chapter. If governing documents allow less than unanimous approval, a member who did not vote in favor may withdraw before conversion and receive fair value within a reasonable time (§ 450.4708(1)(c)). Merger, dissolution/new formation, registration, valuation, tax, contract, licensing, creditor, and route advice are outside this direct-route survey |
| Minnesota verified 2026-09-08 | Minn. Stat. §§ 322C.1001 and 322C.1007-.1015; conversion changes entity form, while domestication moves an LLC inbound or outbound without changing the LLC form |
Ordinary domestic LLC may convert to another organization: partnership/ LLP, LP/LLLP, business trust, corporation, or another statutory person, domestic or foreign; foreign LLC and Ch. 304A corporation results excluded, as are nonprofit LLC sources (§§ 322C.1001, .1007) |
Foreign LLC may become a Minnesota LLC and Minnesota LLC may become a foreign LLC through domestication; Minnesota uses no separate continuance, transfer, or redomestication label (§ 322C.1011) |
Other jurisdiction's statute must authorize and not prohibit the change, and the other organization/LLC must comply with it. Conversion excludes nonprofit LLCs, irrevocably charitable-asset sources, foreign LLC results, and Ch. 304A corporations (§§ 322C.1007, .1011) |
Record plan states before/after names, forms or jurisdictions, terms, how interests become money/result interests/other consideration, and resulting organizational documents (§§ 322C.1007(2), .1011(3)) |
Statutory default is all members; operating agreement governs unless a mandatory limit applies. Any member taking personal liability retains consent unless the agreement validly provides fewer-than-all approval and that member consented to that provision (§§ 322C.0110, .0407(5), .1008, .1012, .1015) |
Articles of conversion or domestication name the route, before/after entity and jurisdiction, effect and approval; foreign result gives a Minnesota process address, and outbound domestication also surrenders Minnesota articles. Authorized company person or agent signs; current agency instructions require proposed destination articles for a domestic result (§§ 322C.0203, .1009, .1013-.1014) |
$60 mail/$80 in person; no online filing. Minnesota-result conversion uses filing or a stated later time, subject to the general 90-day filed-record cap; outbound conversion and domestication follow destination law, while inbound domestication follows the Minnesota articles' effect. Plan may be amended/abandoned only before filing; no specific postfiling withdrawal, standing, or tax-clearance condition stated (§§ 322C.0205, .1008-.1009, .1012-.1013) |
Same entity; property, debts/liabilities, proceedings, rights, powers, and purposes continue, plan terms take effect, and the LLC is not dissolved by default. Departing foreign result accepts Minnesota debt jurisdiction and service; no separate license, tax, qualification, or contract-consent promise (§§ 322C.1010, .1014) |
No conversion- or domestication-specific appraisal, dissent, or fair-value right stated in §§ 322C.1001-.1015. Merger, dissolution/formation, asset transfer, registration, valuation, tax, contract, licensing, and route advice remain outside this direct-route survey |
| Mississippi verified 2026-09-08 | Mississippi Entity Conversion and Domestication Act, §§ 79-37-101 to -119, -401 to -406, and -501 to -506; conversion changes type and domestication changes jurisdiction while keeping type (§ 79-37-102(4)-(14)) |
Domestic LLC may become a different-type domestic entity or qualifying foreign entity; listed forms include business/nonprofit corporation, GP/LLP, LP/LLLP, LLC, business/statutory trust, agricultural association, and other separate legal person. Charitable organization cannot convert (§§ 79-37-102(12), -401) |
Two-way same-type domestication: Mississippi LLC to foreign LLC if destination law authorizes, and foreign LLC to Mississippi LLC if origin law authorizes. A foreign-result conversion additionally requires Article 5 compliance (§§ 79-37-401(b)(2), -501) |
Other jurisdiction must authorize foreign conversion/domestication. Required Mississippi agency notice/approval carries over; charitable property cannot be diverted without required court order. Other law remains applicable (§§ 79-37-103 to -104, -401, -501) |
Separate recorded plan names source/result and jurisdiction/type; states interest conversion into interests/securities/obligations/money/property/rights, proposed public organic record, full recorded private rules, other terms, and required provisions; external facts allowed (§§ 79-37-107, -402, -502) |
Organic-rule conversion/domestication method controls; otherwise merger rule applies: ≥majority of votes entitled overall and in each affected class/series. Each newly liable holder approves in a record unless qualifying advance term applies; unanimous consent alternative available (§§ 79-29-223; 79-37-108, -403, -503) |
Authorized person signs statement naming source/result, jurisdictions/types, approval and effect; attaches domestic public organic record/LLP qualification. Foreign conversion adds origin conversion documents; outbound domestication adds new-jurisdiction documents; inbound adds <180-day existence/good-standing certificate (§§ 79-37-111, -405, -505) |
$50 conversion or domestication statement; domestic LLC formation record $50 separately. Filing-effective or delayed ≤90 days, with foreign result at later destination-law time. Plans may amend/abandon; postfiling abandonment statement $25. Correction within 120 days; no tax clearance (§§ 79-37-112 to -114, -404-.405, -504-.505; SOS schedule) |
Same entity without interruption; property, debts/liabilities, rights/powers, proceedings, organic records, and interests continue or convert; no winding up/dissolution. Liability follows pre/post periods; registered-foreign status is amended on conversion or canceled on domestication (§§ 79-37-406, -506) |
Merger-based appraisal carries over unless organic rules limit/eliminate; contractual appraisal may come from organic rules or plan. LLC default covers owners of financial interests but certificate/written agreement may eliminate, expand, or restrict it. Value/procedure and route/tax advice remain outside (§§ 79-29-231; 79-37-109) |
| Missouri verified 2026-09-08 | Mo. Rev. Stat. § 351.408 governs an LLC's direct conversion into a Missouri corporation; current Chapter 347 supplies partnership→LLC conversion and LLC merger/consolidation, but no general LLC outbound conversion or domestication route |
Domestic LLC → Missouri business corporation only under the surveyed direct conversion statutes (§ 351.408(1)-(2)); no general direct LLC→partnership, LP, trust, foreign corporation, or other destination in current Chapter 347 |
No direct same-type inbound or outbound LLC domestication, continuance, or transfer provision in current Chapter 347; § 347.125 instead runs only from specified Missouri partnerships into a Missouri LLC |
Result must be a Missouri corporation and satisfy Chapter 351; no foreign- destination reciprocity rule because § 351.408 does not authorize an outbound foreign result. Other or non-Missouri law may still require a different result (§ 351.408(2),(7)) |
No statutory plan; LLC files certificate plus Missouri articles of incorporation approved by the same authorization. Interests may become cash, property, corporation shares/rights/securities, another entity's interests/securities, or be cancelled (§ 351.408(2),(8),(10)) |
Approval follows the document, instrument, agreement, or other writing governing the LLC's internal affairs and business, or applicable law; the corporation's articles receive the same authorization. No separate new- owner-liability consent appears in § 351.408(8) |
Authorized person signs conversion certificate stating source creation date/jurisdiction, any immediately prior jurisdiction, source name, and new corporation name; separately file executed/acknowledged Missouri articles of incorporation (§§ 351.408(2)-(3),(9), 351.046) |
Certificate base fee $53 plus separate articles fee; Chapter 351 may add $5 through Dec. 31, 2026. Filing or stated date ≤90 days; $5 correction route, but no conversion-specific amendment, abandonment, withdrawal, standing, or tax-clearance condition (§§ 351.048-.049, .127, .408, .658(15)) |
Corporation is the same entity and preserves original existence date; property, rights, powers, debts, liabilities, duties, creditor rights, and liens continue without transfer, and no winding up/dissolution is required absent agreement or other law. Prior personal liability survives (§ 351.408(4)-(7)) |
Section 351.408 supplies no express appraisal, dissent, or buyout right. This survey does not prescribe merger, dissolution/new formation, asset transfer, registration, tax, valuation, contract, licensing, creditor, or route advice |
| Montana verified 2026-09-08 | Mont. Code Ann. §§ 35-8-1205, -1215 to -1216 govern narrow cross-type “conversion”; 2025-enacted §§ 35-8-1401 to -1409 separately govern same-type inbound/outbound “domestication” |
Domestic LLC may convert only to a domestic corporation or domestic LLP; no foreign or other-form conversion under § 35-8-1215. Cross-type result follows corporation or LLP organic law (§§ 35-8-1215(1), (6), (9), -1216) |
Domestic LLC may become same-type foreign LLC if destination law authorizes; foreign LLC may become same-type Montana LLC if origin law authorizes. Montana calls the route domestication, not continuance/transfer (§§ 35-8-1401(5), -1402) |
Cross-type conversion is domestic-only and destination formation record must satisfy corporation/LLP law. Domestication is same-type only and needs foreign-law authorization in either direction; Part 14 also reaches specified professional, partnership, benefit, and nonprofit forms, but this cell covers ordinary LLCs (§§ 35-8-1215(6), (9), -1401(5), -1402) |
Conversion plan in writing: terms, member/transferee interest conversion or cash/other consideration, source/result identity, result corporation articles/bylaws or LLP agreement/application, and other terms; outside facts allowed. Domestication plan in record: both entities, interest conversion, public/private organic records, terms, and external facts (§§ 35-8-1215(3)-(4), -1403, -1409) |
Conversion: operating-agreement number/percentage or all members; every holder acquiring liability separately consents in writing. Domestication: organic-rule approval, then merger method, then all voting/consenting holders; each holder acquiring liability consents in a record, subject to the recorded-organic-rule exception (§§ 35-8-1215(2), -1404) |
Conversion: electronically file Articles naming both entities, approval, delayed time, and attached corporation articles or LLP application. Domestication: entity-signed Articles naming both entities/jurisdictions, approval and timing, attaching domestic public record or LLP application; unregistered foreign result designates agent. Qualifying signed plan may substitute (§§ 35-8-1215(5)-(7), -1406; § 35-8-204) |
Both filings effective on filing or delay ≤90 days; foreign domestication waits for both foreign law and Montana Articles. Domestication plan amendment and pre-effect abandonment are express, including postfiling abandonment articles; conversion sections state no separate abandonment/withdrawal procedure. Current SOS schedule does not separately label either filing fee; no express good-standing/tax-clearance condition (§§ 35-8-1215(8), -1405 to -1406; SOS) |
Same entity without interruption; property and contract rights remain without transfer/impairment; debts/obligations/liabilities continue; proceeding-name substitution optional; result records and interests take effect; no winding up/dissolution. Foreign registration cancels on domestication into Montana; liability timing is preserved (§§ 35-8-1216, -1407) |
Conversion preserves only contractual appraisal rights stated in articles/operating agreement; domestication preserves any source-organic-law or contractual rights but creates no separate fair-value procedure here. Part 14 is nonexclusive, but no merger, dissolution, route, tax, valuation, contract, creditor, licensing, securities, or professional advice (§§ 35-8-1216(1)(f), -1407(1)(h), -1408) |
| Nebraska verified 2026-09-08 | Nebraska Uniform LLC Act §§ 21-170 to -184: conversion changes organizational form (§§ 21-175 to -178); domestication moves an LLC between Nebraska and foreign LLC law without changing form (§§ 21-179 to -182) |
Domestic LLC may convert to an organization other than a foreign LLC. Organization includes domestic/foreign GP/LLP, LP/LLLP, business trust, corporation, or another person with a governing statute; foreign LLC result uses domestication (§§ 21-170(9), -175) |
Two-way same-type domestication: qualifying foreign LLC to Nebraska LLC and Nebraska LLC to qualifying foreign LLC. No separately named continuance or transfer route (§ 21-179) |
Other organization's/foreign LLC's governing statute must authorize, applicable jurisdiction law must not prohibit, and the other organization must comply. Nebraska LLC cannot operate as insurer; professional LLC rules remain separate (§§ 21-104, -175, -179) |
Recorded plan names pre/post organizations and forms/jurisdictions; states terms and conditions and interest conversion into money, resulting interests, or other consideration; and includes resulting recorded organizational documents (§§ 21-175(b), -179(c)) |
All-member consent default for conversion/domestication, subject to operating agreement. A member gaining personal liability must consent unless the agreement allows fewer-than-all approval and that member consented to the provision; generic amendment consent is insufficient (§ 21-110; §§ 21-176, 21-180; § 21-183) |
Authorized person signs. Conversion: articles identify result, jurisdiction, effective date, and both-law approvals. Domestication: articles identify both companies/jurisdictions and approvals; inbound effect requires certificate of organization, while outbound also files certificate-surrender statement (§§ 21-117, -119, -177, -181 to -182) |
Result's governing statute controls transaction effect; Nebraska filed record may delay ≤90 days. Before articles delivery, plan may amend/abandon as stated or by approval-level consent. SOS lists $30 each for conversion/domestication articles and surrender, plus inbound certificate and publication-proof fees; no tax clearance/good-standing record (§§ 21-121, -176, -180, -192; SOS) |
Same entity; property remains vested, debts/liabilities continue, proceedings continue, rights/powers remain subject to other law, plan terms take effect, and conversion/domestication does not dissolve LLC for winding-up purposes. Foreign result consents to Nebraska jurisdiction for covered debts (§§ 21-178, -182) |
No express appraisal, dissent, notice, or buyout right in §§ 21-170 to -184; operating agreement and contractual rights remain relevant. Other-law merger/conversion/domestication is not precluded, but § 21-184 does not choose or establish that alternative |
| Nevada verified 2026-09-08 | NRS Chapter 92A with Chapter 86; conversion covers a domestic LLC becoming another domestic type or any qualifying foreign entity (§§ 92A.045, .105, .195), while § 92A.270 governs an undomesticated foreign organization becoming a Nevada entity |
Domestic LLC may become domestic corporation/nonprofit, LLC, limited partnership, or business trust of a different type, or a qualifying foreign entity, including a foreign LLC. General partnership has a parallel route; nonprofit corporation excluded as converting entity (§§ 92A.045, .105, .195) |
Outbound same-type Nevada-LLC-to-foreign-LLC move uses conversion. Inbound foreign-LLC-to-Nevada-LLC move uses domestication under § 92A.270. No separate outbound LLC domestication, continuance, or transfer label stated (§§ 92A.105, .195, .270) |
Foreign conversion result must be permitted by and comply with destination law. Inbound domestication must be approved under foreign governing record and applicable foreign law, with certified charter and good-standing equivalent (§§ 92A.195(2), .270(1), (6)) |
Conversion plan in writing states before/after names and jurisdictions, terms, interest conversion/cancellation, and full resulting charter; other terms and external facts allowed. Inbound domestication has no Nevada plan mandate; foreign governing record/law controls and Nevada charter document is filed (§§ 92A.105, .200(2), .270) |
Conversion: articles/operating agreement control; default majority in interest overall and in each class, measured by capital contributions. Any member/manager becoming liable also approves, and new personal liability requires plan-connected consent. Inbound domestication uses foreign approval (§§ 86.055; 92A.150, .260, .270(6)) |
Conversion: manager signs for manager-managed LLC, one member otherwise; articles identify entities/jurisdictions and approval, with domestic charter/agent records or foreign process address. Inbound: authorized representative signs articles plus Nevada charter/agent record, certified foreign charter, and good-standing evidence (§§ 92A.205, .230, .270(1)-(2)) |
Conversion: $350 articles plus domestic-result charter fee; filing-effective or delay through day 90; prefiling majority-in-interest abandonment and plan-based postfiling termination. Inbound domestication: $350 articles plus $75 Nevada LLC charter fee and $150 initial list; effective on filing; no tax-clearance rule (§§ 86.263, .561; 92A.170-.175, .210, .240, .270) |
Both routes continue the same entity and vest property/title without impairment; debts/liabilities and proceedings continue. Conversion preserves prior owner liability and needs consent for new liability; domestication preserves creditors/liens and applies old/new liability law by period (§§ 92A.250-.260, .270(3)-(9)) |
No general LLC conversion/domestication appraisal right; § 92A.360 permits contractual dissent rights only for LLC merger or exchange. Alternative routes, valuation, tax, licensing, private consent, and transaction advice remain outside (§ 92A.360) |
| New Hampshire verified 2026-09-08 | RSA 304-C:147-.150 governs single-entity “statutory conversion” to a different form; RSA 304-C:205-.210 separately governs inbound/outbound same-type LLC “domestication” |
LLC may convert to another form only when that form's statute authorizes conversion; express New Hampshire target routes include a business corporation and general partnership. Other domestic/foreign forms require their own enabling law (RSA 304-C:150; RSA 293-A:9.50(c); RSA 304-A:57) |
Foreign LLC may domesticate into New Hampshire if origin law permits; New Hampshire LLC may domesticate into a foreign jurisdiction if its law permits. No separate continuance/transfer label (RSA 304-C:205) |
Cross-type conversion must satisfy the destination-form statute; inbound domestication requires origin organic-law permission and outbound domestication requires destination-law permission/effect. Special/professional regimes remain outside the ordinary route (RSA 304-C:150, :205) |
Destination law supplies cross-type plan rules; a New Hampshire corporation result requires resulting type, terms, interest conversion, and full organic documents. Outbound domestication plan states destination, terms, membership-right reclassification, and desired formation-record amendments; bounded amendments/outside facts allowed (RSA 293-A:9.51; RSA 304-C:205) |
Conversion: LLC agreement method, then its merger method, then majority of members in every class/group. Domestication: majority of all votes entitled in every separate group unless agreement requires more, with meeting notice to every member and affected class/series votes. No separate conversion liability consent; a GP result creates general-partner liability only for post-effect obligations (RSA 304-C:150, :206; RSA 304-A:57(V)) |
Corporation result: authorized representative files entity-conversion articles containing/attaching incorporation articles. GP result: LLC files cancellation certificate. Inbound domestication: member/authorized representative files articles plus formation certificate; outbound: same signer files charter-surrender articles (RSA 293-A:9.53; RSA 304-A:57; RSA 304-C:207-.208) |
Filing-effective or delay no later than day 90. Corporation result: $35 conversion articles plus $100 incorporation articles; GP cancellation and outbound domestication: $35; inbound domestication with formation certificate: $135. Domestication may be abandoned before effect, with a postfiling statement; core routes state no separate good-standing/tax-clearance filing condition (RSA 293-A:1.22-.23; RSA 304-C:29, :191, :210; SOS) |
Conversion remains the same entity; corporation/GP target laws preserve property, liabilities/obligations, and pending proceedings, with interests reclassified for a corporation. Inbound domestication preserves property, liabilities, proceedings, original formation date, and entity continuity; prior foreign registration cancels automatically (RSA 304-C:147, :207, :209; RSA 293-A:9.55; RSA 304-A:58) |
Unless operating agreement says otherwise, member may dissent and seek fair value from a consummated statutory conversion. Section 304-C:209 addresses payment to members who exercise appraisal rights on outbound domestication, but § 304-C:161 states no domestication trigger. No merger, dissolution, route, tax, valuation, contract, license, creditor, or professional advice (RSA 304-C:160-.161, :209) |
| New Jersey verified 2026-09-08 | Revised Uniform LLC Act Article 10, N.J.S.A. §§ 42:2C-73 and -78 to -86; conversion changes entity form, while domestication changes an LLC's governing jurisdiction |
LLC may convert to an “organization” other than a foreign LLC, subject to result-law authority; definition reaches domestic/foreign GP/LLP, LP/LLLP, LLC, business trust, corporation, and other governing-statute persons, profit or nonprofit. Foreign-LLC result uses domestication (§§ 42:2C-73, -78, -82) |
Domestic LLC → foreign LLC and foreign LLC → New Jersey LLC both use domestication; no separate continuance, transfer, or redomestication label in the ordinary Article 10 route (§ 42:2C-82) |
Conversion requires the other organization's statute to authorize, its jurisdiction not to prohibit, and that organization to comply with its statute; domestication imposes the same foreign-law tests. Article 10 states no separate ordinary profession/industry exception, but other law still controls (§§ 42:2C-78, -82) |
Record-form plan states before/after names, forms or jurisdictions; terms; interest conversion into money, result interests, or other consideration; and the result's proposed record-form organizational documents (§§ 42:2C-78(b), -82(c)) |
Default all-member consent for conversion/domestication; operating agreement governs company activities unless the Act makes a rule nonwaivable. A member gaining personal liability must consent unless that member previously consented to the agreement's fewer-than-all approval provision; generic amendment consent is insufficient (§§ 42:2C-11, -79, -83, -86) |
LLC files signed articles stating source/result identity and jurisdiction, effective date, both-law approval, and any foreign-result service address; domestication articles state direction and approvals, and outbound LLC also surrenders its formation certificate. Authorized company person or agent signs. New Jersey-corporation result also files conversion and incorporation certificates (§§ 42:2C-20, -80, -84 to -85; 14A:11A-1) |
Result law controls effectiveness; New Jersey-corporation result may delay ≤90 days. Plan may be amended/abandoned before articles are delivered as the plan provides or by original approval. Conversion articles $100; domestication articles $75 catchall; filing is ineffective until fee paid. No Article 10 postfiling withdrawal, standing certificate, or tax-clearance condition stated (§§ 42:2C-79 to -80, -83 to -84, -93; 14A:11A-1) |
Same entity; property remains vested, debts/liabilities continue, proceedings continue, rights/powers remain, and plan terms take effect; no dissolution absent agreement. Foreign result accepts New Jersey jurisdiction/process for old liabilities; statute does not override contracts or promise license, tax, or registration continuity (§§ 42:2C-81, -85) |
No express appraisal, dissent, or buyout right in the conversion/domestication sequence; approval and new-personal-liability consent instead govern (§§ 42:2C-78 to -86). Merger, dissolution/new formation, registration, tax, valuation, contract, licensing, creditor, and route advice remain outside this survey |
| New Mexico verified 2026-09-08 | New Mexico LLC Act §§ 53-19-59 to -62.3; § 53-19-60.1 authorizes LLC conversion to corporation, partnership, or limited partnership. The current Chapter 53 scheme contains no LLC domestication/continuance/transfer provision |
Direct conversion available only to corporation, partnership, or limited partnership. Definitions include New Mexico or foreign corporations and partnerships/LPs under comparable another-jurisdiction law; no LLC, trust, cooperative, or other-form result stated (§§ 53-19-59, -60.1) |
No same-type LLC inbound or outbound domestication, continuance, or transfer route in current Chapter 53. The nonexclusivity section preserves conversion or merger under another law but does not create a jurisdiction-change procedure (§ 53-19-62.3) |
Definitions can reach foreign corporation/partnership/LP results, but § 53-19-60.1 states no destination-law authorization, reciprocity, acknowledgment, or regulated-entity test. Other law may still prohibit resulting rights or powers (§ 53-19-61(B)(4)) |
Agreement states conversion terms and conditions and how member interests become resulting interests, cash, other consideration, or a combination. No express name, jurisdiction, resulting organic-document, operating-rule, amendment, or outside-fact term (§ 53-19-60.1(C)) |
Operating agreement's specifically required conversion percentage/number of members or managers controls; otherwise all members approve. No class/series, written-consent, no-member, or separate new-owner-liability consent rule stated (§ 53-19-60.1(B)) |
Result determines filing: partnership statement; corporation articles plus statement; LP certificate plus statement. Statement gives conversion, former LLC name, votes and required threshold if nonunanimous, and LLC-articles cancellation. Manager signs if manager-managed, otherwise member; name/capacity stated (§§ 53-19-12, -60.1(D)) |
Filing-effective or any later date in the result document; no maximum delay. LLC Act lists $100 for conversion articles. Conversion scheme states no agreement amendment, abandonment, withdrawal, correction, good-standing evidence, or tax clearance (§§ 53-19-60.1(F), -63(C)) |
Same entity for all purposes; property vests, debts/liabilities/obligations continue, proceedings continue, and rights/powers remain unless other law prohibits. Owners continue subject to the statute's imperfect cross-reference; LLC articles cancel at effect (§§ 53-19-60.1(E), -61) |
No express appraisal, dissent, notice, buyout, or new-liability protection in §§ 53-19-59 to -62.3. Conversion or merger under another law is not precluded, but the statute does not select or establish an alternative route (§ 53-19-62.3) |
| New York verified 2026-09-06 | No direct LLC-output conversion or jurisdiction-change statute. Current LLC Law title has formation, management, dissolution, foreign-LLC, merger, and miscellaneous articles but no domestication/continuance/transfer article; Article 10's “conversion” is partnership/LP → LLC only (LLC Law §§ 1001-1007) |
No direct route for a domestic New York LLC to become a corporation, partnership, limited partnership, foreign LLC, or another entity type. Article 10 lists only the opposite inbound conversion: partnership or LP → LLC (LLC Law §§ 1006-1007) |
No statutory same-type inbound or outbound LLC domestication, continuance, transfer, or redomestication route in the complete current LLC Law title. Article 8 foreign registration is not a jurisdiction change (LLC Law title index, arts. 8, 10) |
N/A—no direct domestic-LLC entity-type or jurisdiction-change route, so the LLC Law states no destination-law reciprocity or regulated-entity condition for one (LLC Law title and art. 10 indexes) |
N/A—no direct route and therefore no conversion/domestication plan contents for a domestic New York LLC (LLC Law title and art. 10 indexes) |
N/A—no direct-route member/manager approval, class vote, written consent, or new-liability consent rule for a domestic New York LLC (LLC Law title and art. 10 indexes) |
N/A—no articles, certificate, statement, companion formation filing, or signer rule for direct LLC-output conversion or interstate domestication (LLC Law title and art. 10 indexes) |
N/A—no direct-route effective-time, amendment, abandonment, withdrawal, good-standing, fee, or tax-clearance rule (LLC Law title and art. 10 indexes) |
N/A for a domestic LLC changing type or jurisdiction. Section 1007's conversion effect belongs only to the partnership/LP → LLC route identified by § 1006, not to an LLC-output transaction (LLC Law §§ 1006-1007) |
No direct-route appraisal/dissent rule because no direct route exists. Article 10 separately lists merger/consolidation and merger dissent; those alternative transactions and entity, tax, contract, licensing, creditor, valuation, and route advice are outside this survey (LLC Law §§ 1001-1007) |
| North Carolina verified 2026-09-06 | N.C. Gen. Stat. ch. 57D art. 9 pt. 3 (§§ 57D-9-30 to -33) governs North Carolina LLC → another eligible domestic/foreign entity; Part 2 (§§ 57D-9-20 to -23) governs eligible entity, including foreign LLC → North Carolina LLC. Statutory label is conversion, not domestication/continuance |
Direct route to domestic/foreign business or professional corporation, nonprofit corporation, LLC, LP, registered LLP/foreign LLP, or other partnership; destination law must permit. Professional/nonprofit routes remain outside ordinary scope (§§ 57D-9-01(4), -9-30) |
Outbound North Carolina LLC → foreign LLC through conversion if destination law permits; inbound foreign LLC → North Carolina LLC if origin law permits. No separate domestication, continuance, transfer, or redomestication label (§§ 57D-9-20, -9-30; Form BE-16) |
Outbound route must be permitted by and comply as applicable with destination law; inbound route must be permitted by and comply with origin law. Eligible forms include professional and nonprofit entities, but special restrictions and charitable/religious conversion limits remain outside ordinary LLC scope (§§ 57D-9-01, -9-20, -9-30) |
Written plan states source name; result name, type, and jurisdiction; terms; and ownership-interest conversion into interests, obligations, securities, cash, or property. Optional terms and objectively ascertainable outside facts allowed. Give every member a copy before approval; destination formation or LLP-status document accompanies articles when required (§§ 57D-9-31 to -32) |
All members approve after receiving plan; operating agreement cannot replace that statutory cross-reference. Any economic interest owner becoming personally liable for result liabilities, before or after conversion, also approves. “Approve” includes meeting vote or assent in the form used for operating-agreement amendments; no separate manager/class/series rule (§§ 57D-1-03(1), -9-31(d)) |
Company official files articles naming source, result/type/jurisdiction, before/after mailing addresses, and approval; unqualified foreign result adds North Carolina process consent/address-update commitment. File required destination formation/LLP-status document with articles. Inbound LLC uses combined articles of organization and conversion (§§ 57D-1-20, -9-22, -9-32; Form BE-16) |
$50 stand-alone articles; combined filing follows destination-document fee. Effect under destination law and filed record, with filing-time/stated-time or delayed date ≤90 days. Plan-method or unanimous amendment/abandonment; after filing, withdrawal amendment before effect. No express good-standing, tax-clearance, or fixed prefiling status attachment (§§ 57D-1-22(13), -9-31(e), -9-32(c)-(d); § 55D-13) |
LLC ceases prior form but continues as result; realty/other property remains vested, liabilities and proceedings continue, interests convert under plan, prior owner liability/nonliability remains, and no dissolution/termination. Foreign result consents to North Carolina process; real-property vesting against lien creditors/value purchasers requires county certificate registration (§§ 57D-9-33, 47-18.1) |
No express appraisal/dissent right for converting LLC; former owners receive plan rights and prior liability status. Merger, dissolution/new formation, asset transfer, foreign registration, and legal, tax, valuation, contract, licensing, creditor, and route advice excluded (§ 57D-9-33(a)(5),(b)) |
| North Dakota verified 2026-09-08 | N.D.C.C. §§ 10-32.1-55, -61 to -71; “conversion” broadly reaches another qualifying organization except a GP, while “domestication” expressly moves an LLC into or out of North Dakota |
LLC may convert to corporation, LP, LLP, LLLP, another LLC, or another person with a governing statute; general partnership and domestic/foreign nonprofit corporation or LLC excluded (§§ 10-32.1-02(38), -61) |
Two-way domestication: qualifying foreign LLC → North Dakota LLC and North Dakota LLC → qualifying foreign LLC; no separate continuance/transfer label (§ 10-32.1-67) |
Other-organization or foreign-LLC governing statute must authorize, its jurisdiction must not prohibit, and the entity must comply with that statute; nonprofit corporations/LLCs are excluded from “organization” (§§ 10-32.1-02(38), -61(1), -67(1)-(2)) |
Plan in a record: before/after names and forms or jurisdictions, terms, interest conversion into result interests/money/property/other consideration, and resulting organizational or originating records (§§ 10-32.1-62, -67(3)) |
Conversion text requires board act then member act, with each class/series voting separately; domestication requires member consent. Default is all members, subject to operating-agreement control; a member taking personal liability retains protected approval (§§ 10-32.1-13, -39, -63, -68, -71) |
Conversion: signed Articles of Conversion containing plan without organic records plus originating record; domestic result adds destination creation record, foreign result may add authority application. Domestication: Articles of Domestication; outbound also files organization-surrender statement. Authorized signer or agent (§§ 10-32.1-02(49), -64, -69, -70(3)) |
Conversion effective after required filings or stated later date; domestication follows result law and domestic-result articles. Maximum filing delay 90 days; prefiling plan amendment/abandonment and postfiling abandonment articles available. Base $50 plus destination formation/ authority fee; the quoted conversion/domestication filing provisions state no status or tax-clearance condition (§§ 10-32.1-65, -66, -68, -69, -86, -92) |
Same entity; property remains vested, debts/liabilities and proceedings continue, lawful rights/powers remain, and plan terms take effect. Foreign result accepts North Dakota jurisdiction/service for preserved obligations; specified state registrations must be renamed (§§ 10-32.1-64(3), -66, -70) |
Conversion effect is “subject to” dissenter rights under § 10-32.1-33, but current § 33 is a direct-action statute and supplies no appraisal procedure; the quoted transaction provisions state no separate appraisal/buyout process. No alternative-route, valuation, tax, contract, license, creditor, or transaction advice |
| Oklahoma verified 2026-09-08 | 18 O.S. §§ 2054.2-.3; Oklahoma calls the direct route conversion and applies it to an ordinary domestic LLC becoming a listed domestic or foreign entity, including a foreign LLC |
Domestic/foreign protected or registered LLC series, foreign LLC, public-benefit LLC, corporation, public-benefit corporation, general/limited/LLP/LLLP partnership, association, trust, or member/interest enterprise (§ 2054.2(A)) |
Outbound same-type move is available as Oklahoma-LLC-to-foreign-LLC conversion. The LLC Act does not authorize a foreign LLC becoming domestic through § 2054.2; § 2054.1 governs entity-to-Oklahoma-LLC conversion (§§ 2054.1-.2; Chapter 32 index) |
Foreign destinations are expressly eligible, but destination formation/compliance remains governed there. A charitable LLC cannot convert if charitable status would be lost or impaired; special/regulated entities remain outside (§ 2054.2(A), (G)-(H), (K)) |
No separate statutory plan required. Operating agreement supplies approval method; LLC interests/securities may become cash, property, rights, securities, destination/other-entity interests, or be canceled. Destination formation record filed if its law requires (§ 2054.2(B)-(F), (H)) |
Operating agreement controls; if silent on conversion, its merger method applies. If silent on both and conversion not prohibited: majority membership interest in every class/group. Every member newly exposed to personal liability must also approve (§ 2054.2(B)-(D)) |
If domestic destination law has no conversion notice, or result is foreign, manager-signed Oklahoma articles state LLC original/current name, original filing date, destination identity/type/jurisdiction, effect, approval, and foreign process consent; file any required destination formation record (§§ 2006, 2054.2(G)-(H)) |
Conversion articles effective on filing or specified date/time through day 90; one signed copy; $100 Oklahoma conversion fee. Section 2054.2 states no plan, amendment, abandonment, withdrawal, good-standing, or tax-clearance procedure (§§ 2007, 2054.2(G)-(H), 2055(3)) |
Same entity; no required winding up/dissolution. Rights, powers, property/title, debts due, causes of action, creditor rights/liens, liabilities, and duties remain; preconversion obligations, personal liability, and choice of law persist (§ 2054.2(E), (H)-(J)) |
No statutory appraisal entitlement; operating or other agreement may create contractual appraisal rights for conversion or transfer/domestication, with district-court jurisdiction. Alternative routes, value, tax, and transaction advice remain outside (§ 2054.3) |
| Oregon verified 2026-09-08 | ORS 63.467-.479 call the direct route conversion; it covers Oregon-LLC type changes, an Oregon LLC becoming a foreign business entity, and a qualifying foreign entity becoming an Oregon LLC |
Eligible business entities are for-profit professional/business corporations, LLCs, qualifying partnerships, limited partnerships, and cooperatives; an Oregon destination's own statute must permit conversion (§§ 63.467(1), 63.470(1)) |
Same-type interstate LLC movement is available under the conversion label: Oregon LLC to foreign LLC and foreign LLC to Oregon LLC; Chapter 63 states no separate domestication, continuance, or transfer label (§§ 63.467(1)(a)(C), 63.470(1)-(2)) |
Other-jurisdiction law must permit the conversion and its requirements must be met; an Oregon result also depends on the destination form's statute. Nonprofit corporations, business trusts, and unincorporated associations are outside this conversion definition (§§ 63.467(1), 63.470(1)-(2)) |
Plan states before/after names and types, material terms, owner-interest conversion into interests/obligations/cash/property, and destination organizational-document information; other provisions allowed (§ 63.470(3)-(4)) |
Majority vote of members; articles or operating agreement may require a greater vote. No separate Chapter 63 new-liability consent; destination law can add requirements, and postconversion liability follows the new law (§§ 63.470(2)(e), 63.473(1)(a), 63.479(1)(f)) |
File articles naming the before/after entities plus the plan or an office-address/free-copy declaration. Section 63.004 supplies document, form, fee, executor-identity/capacity, and perjury-declaration rules (§§ 63.004, 63.476(1)) |
Effect is the later of Oregon filing time and the other entity statute; delayed effect capped at day 90. Before filing, plan procedure or managers may abandon, subject to contract rights. Final-entity fee: $100 domestic/$275 foreign (§§ 63.011, .473(2), .476(2); SOS schedule) |
Same entity continues; property title remains vested; contractual, tort, statutory, and administrative obligations continue; proceedings continue or substitute; interests convert under plan; pre/post liabilities follow the applicable law (§ 63.479(1)) |
LLC members receive only plan-provided rights; Chapter 63 supplies no separate conversion appraisal/dissent right. Merger, dissolution/formation, asset transfer, registration, tax, valuation, and route advice remain outside (§ 63.479(2)(a)) |
| Pennsylvania verified 2026-09-06 | 15 Pa.C.S. ch. 3 Entity Transactions Law: Subchapter E “conversion” changes a Pennsylvania LLC to a different domestic/foreign type; Subchapter G “domestication” moves the same type to or from another jurisdiction (§§ 351-356, 371-376) |
Direct conversion to a different domestic or foreign type: business or nonprofit corporation, GP, LP, unincorporated nonprofit, professional association, or business/common-law/statutory trust; foreign result needs destination-law authorization. Same-type LLC move uses domestication (§§ 102, 351) |
Outbound Pennsylvania LLC → foreign LLC if destination law authorizes; inbound foreign LLC → Pennsylvania LLC because Title 15 provides for that type. Statutory name is domestication; a substantively equivalent foreign label is included (§§ 102(c), 371) |
Outbound conversion/domestication requires destination-law authorization; inbound foreign conversion requires origin-law authorization, while inbound domestication can use origin law or majority of merger-voter votes if origin law lacks domestication. Credit unions, electric cooperatives, and specified fraternal entities excluded; banking/insurance/trust powers and regulatory approvals preserved (§§ 314, 318, 351, 371, 373) |
Record plan identifies before/after name, type, and result jurisdiction; conversion plan covers cancellation/conversion/consideration, public and private organic records, special treatment, and other required terms. Domestication plan covers same-type name/jurisdiction, special-treatment mechanics, resulting organic records, and other conditions; external facts allowed (§§ 316, 352, 372) |
Manager-managed LLC: managers ordinarily propose and also approve; plan needs majority of votes cast by voting members plus each voting class, unless organic rules or statutory alternative apply. Each newly liable interest holder separately approves in record form unless that holder accepted a qualifying organic-rule provision (§§ 325, 353(a)(3)) |
Converting/domesticating association signs and files a statement—or a compliant signed plan—giving before/after identity, jurisdiction, type, addresses, approval, and delayed date; attach a domestic result's public organic record, LLP registration, or electing-partnership statement as applicable. Domestication can preserve dual jurisdiction by statement (§§ 355, 375) |
$70 statement. Default delivery-time effect or any stated later time/date; foreign result effective at the later of destination-law time or statement. Plan-governed amendment/abandonment; postfiling abandonment statement before effect. Revenue and Labor & Industry clearances for domestic → unregistered foreign result, waived if result registers simultaneously; no good-standing attachment (§§ 136, 139, 153, 354-355, 374-375) |
Same entity without interruption and original start date; property and contract rights remain vested without transfer, debts/liabilities and liens continue, proceedings continue, organic records/interests take effect, and no liquidation/dissolution. New and former holder-liability rules, tax lien, and foreign-result service preserved (§§ 102, 356, 376) |
No automatic LLC dissent right; organic rules or plan may create contractual dissent rights with Chapter 15 procedure as practicable. Corporation-only statutory conversion dissent does not extend to LLC members. Merger, division, asset transfer, dissolution/new formation, registration, and legal, tax, valuation, contract, licensing, creditor, and route advice excluded (§§ 317, 353(c)) |
| Rhode Island verified 2026-09-08 | Current R.I. Gen. Laws §§ 7-16-5.1 to -5.2 and -8 govern inbound/outbound and cross-type “conversion”; current Chapter 7-16 has no separate domestication/continuance/transfer route. 2026 P.L. ch. 247 replaces the chapter January 1, 2028 |
Domestic LLC may convert to corporation, business trust/association, REIT, common-law trust, sole proprietorship, GP, LP, registered LLP, another unincorporated business/entity, or foreign LLC. Foreign LLC may convert into Rhode Island LLC (§§ 7-16-5.1(a)-(b), -5.2(a)) |
Outbound domestic LLC→foreign LLC and inbound foreign LLC→Rhode Island LLC use conversion, not domestication. Current index lists conversion sections and repealed §§ 7-16-5.3 to -5.4, with no current domestication subchapter (§§ 7-16-5.1 to -5.2; ch. 7-16 index) |
Inbound approval follows origin governing document/agreement or applicable law. Current § 7-16-5.2 states no express destination-law reciprocity condition for outbound conversion, so recognition and destination filings remain destination-law questions; professional/special entities remain outside this ordinary answer |
No separate current plan requirement or required resulting organic-document terms. LLC interests may become cash, property, result or third-entity rights/securities/interests, or be cancelled; inbound Rhode Island LLC agreement is approved by the same authorization as conversion (§§ 7-16-5.1(h)-(i), -5.2(d)) |
LLC-agreement conversion method controls; then its merger/consolidation method; otherwise more than 50% of current profit interests overall and in every class/group, unless agreement prohibits. No separate new-liability consent or written-consent mechanics stated (§ 7-16-5.2(b)) |
Inbound Rhode Island LLC: Articles of Organization plus Certificate of Conversion, signed by authorized persons for both source and LLC. Foreign or Rhode Island-unincorporated result: Certificate states source names/formation date, result jurisdiction/name/type, approval, effective time, and Rhode Island process appointment. Current forms schedule lists Form 611/611A; destination-side filing still applies (§§ 7-16-5.1(b)-(c), -5.2(e)) |
Certificate issuance/acceptance evidence or stated date ≤90 days; all fees and taxes must be paid for non-Rhode-Island certificate, with no stated good-standing certificate. Section 7-16-65 says $50 for that certificate, but current fee schedule says Form 611A “NO FEE”—confirm. No conversion-specific amendment, abandonment, or withdrawal procedure (§§ 7-16-5.2(f), -8(e),(g), -65(20); SOS) |
Same entity/continuation without default winding up or dissolution; rights, privileges, powers, property, debts due, causes, creditor rights, liens, debts, liabilities, and duties continue without deemed transfer. Preconversion obligations, personal liability, and choice of law remain (§ 7-16-5.2(c),(g)-(h); inbound parallels in § 7-16-5.1(d)-(g)) |
No express appraisal, dissent, buyout, or withdrawal right in current conversion §§ 7-16-5.1 to -5.2 or complete Chapter 7-16 index. Re-research under replacement Chapter 7-16.1 for transactions effective January 1, 2028 or later. No merger, dissolution, tax, route, valuation, contract, creditor, licensing, securities, or professional advice |
| South Carolina verified 2026-09-08 | South Carolina Uniform LLC Act §§ 33-44-908 to -914; separate conversion pairs govern LLC-to-corporation, LLC-to-limited-partnership, and LLC-to- partnership changes. Chapter 44 has no LLC domestication, continuance, transfer, or redomestication provision |
Direct conversion only to a South Carolina corporation, limited partnership, or partnership under §§ 33-44-908, -910, and -912; § -914 preserves any route supplied by other law but supplies none itself |
No direct inbound or outbound LLC jurisdiction-change route in Chapter 44; Title 33's separately titled domestication chapter is for foreign corporations, not LLCs (Title 33 index; §§ 33-44-908 to -914) |
Express conversions produce South Carolina destination entities and state no destination-law reciprocity test. No foreign LLC/entity result or ordinary nonprofit, professional, benefit, regulated, or series route is supplied by §§ 33-44-908 to -914 |
Agreement states conversion terms and how member interests become result interests, cash, other consideration, or both. It has no separate required name, jurisdiction, effective-time, or destination-organic-document term; those appear in the destination filing (§§ 33-44-908(c), -910(c), -912(c)) |
All members or the operating agreement's conversion number/percentage; member action may be without a meeting and proxy requires a signed appointment. No manager, class/series, notice, or separate consent for a member who becomes personally liable is stated (§§ 33-44-103, -404(d)-(e), -908(b), -910(b), -912(b)) |
Corporation: destination articles of incorporation plus conversion/former- name/vote/cancellation terms, attorney certificate, and CL-1. LP: destination certificate plus those conversion terms, signed by all named general partners. Partnership: articles of conversion with those four terms, signed by authorized member/manager or attorney-in-fact. South Carolina realty also triggers county name-change notice (§§ 33-2-102, 33-42-210, -240, 33-44-205, -908 to -913) |
Corporation result: $135 total including $25 CL-1, with delay capped at day 90. LP result: $10 and filing/later date, no maximum stated. Partnership: current listing $10 although § 33-44-1204(a)(14) says $2 for another Chapter 44 document; filing/later date, no maximum stated. No conversion- specific amendment, abandonment, withdrawal, status, or tax-clearance rule (§§ 33-1-220, -230, 33-42-2040, 33-44-908 to -912, -1204) |
Same entity; property, debts/obligations, proceedings, rights, powers, and purposes continue, and owners continue in the destination status unless the agreement says otherwise. Preconversion personal liability remains; postconversion liability follows shareholder, general/limited-partner, or partner status (§§ 33-44-908(f) to -913) |
No conversion-specific appraisal, dissent, fair-value, or buyout right in §§ 33-44-908 to -914. Section -914 does not bar conversion under other law, but this survey does not prescribe merger, dissolution/formation, asset transfer, registration, tax treatment, valuation, or another route |
| South Dakota verified 2026-09-08 | SDCL §§ 47-34A-901, -906 to -915; “conversion” changes entity form, while “domestication” moves an LLC into or out of South Dakota without changing LLC form |
LLC may convert to an organization other than a foreign LLC: corporation, GP/LLP, LP/LLLP, business trust, or another person with a governing statute; foreign LLC result uses domestication (§§ 47-34A-901(9), -906) |
Two-way domestication: qualifying foreign LLC → South Dakota LLC and South Dakota LLC → qualifying foreign LLC; no separate continuance or transfer label (§ 47-34A-910) |
Other organization or foreign-LLC governing statute must authorize, the enacting jurisdiction must not prohibit, and that entity must comply with its governing statute; special-form eligibility remains destination-law dependent (§§ 47-34A-906(a), -910(a)-(b)) |
Plan in a record: before/after names and forms or jurisdictions, terms, interest conversion into money/result interests/other consideration, and proposed resulting organizational documents (§§ 47-34A-906(b), -910(c)) |
Default all-member consent for a domestic LLC; operating agreement may vary the statutory default under § 47-34A-103. A member taking personal liability must consent unless that member assented to a fewer-than-all approval term; inbound foreign approval follows origin law (§§ 47-34A-907, -911, -914) |
Outbound conversion: Articles of Conversion; inbound conversion: Certificate of Organization with conversion statements; domestication: Articles of Domestication, plus certificate-surrender statement outbound. Manager, member, organizer, fiduciary, or attorney-in-fact signs as applicable (§§ 47-34A-205, -908, -912, -913(c)) |
Result law controls transaction effect; South Dakota records default to filing or stated filing-day time and may delay at most 90 days. Plan may be amended/abandoned before articles are delivered; current agency schedule lists $150 conversion/domestication filings. No Article IX status or tax- clearance condition; official fee labels conflict (§§ 47-34A-206, -907(b), -911(b), -1206; SOS) |
Same entity; property, debts/liabilities, proceedings, and lawful rights, powers, and purposes continue; no LLC dissolution solely from the change. A foreign result accepts South Dakota jurisdiction/service for preserved liabilities (§§ 47-34A-909, -913) |
Article IX states no conversion/domestication appraisal, dissent, buyout, or withdrawal right and says its proceedings are nonexclusive. No substitute- route, valuation, tax, contract, license, creditor, or transaction advice (§ 47-34A-915; art. IX index) |
| Tennessee verified 2026-09-08 | Tennessee Revised LLC Act §§ 48-249-703 to -704; “conversion” covers an eligible entity becoming a Tennessee LLC and a Tennessee LLC becoming another domestic or foreign entity, including same-type interstate LLC movement |
Domestic LLC → another domestic or foreign entity; “entity” includes LLC, corporation, unincorporated association, business/statutory trust, estate, GP/LLP, LP/LLLP, trust, joint venture, and listed governmental entities (§§ 48-249-102, -704) |
Foreign LLC → Tennessee LLC under § 48-249-703 and Tennessee LLC → foreign LLC under § 48-249-704; both are called conversion, with no separate ordinary domestication, continuance, or transfer filing in these sections |
Foreign source/result law must permit the conversion and the foreign entity must comply with that law; a Tennessee result must be permitted by and comply with its other governing Tennessee law (§§ 48-249-703(g), -704(b)) |
No separate statutory plan or plan contents in §§ 48-249-703 to -704; interests may become cash, property, rights, securities, or interests in the result/another entity, or be cancelled. A domestic result files its required formation document (§§ 48-249-703(i), -704(a),(e)) |
Default: majority managers for manager-managed LLC or majority directors for director-managed LLC, plus majority members; “majority” follows per- capita or LLC-document voting interests. Any holder becoming a partner or LP general partner also approves (§§ 48-249-102, -205(a), -704(c)) |
Authorized representative signs certificate stating current/original LLC name, original filing date, result name/type/jurisdiction, approval, any future time, and foreign-result service consent/address; attach the required Tennessee formation document for a domestic result (§§ 48-249-704(a),(f), 48-249-1005(f)-(g); SS-4269) |
$20 certificate plus any companion filing fee; filing controls unless the certificate states a future date/time. The conversion sections state no separate plan-amendment, abandonment, withdrawal, good-standing, or tax- clearance condition (§§ 48-249-704(f), 48-249-1007(a); SS-4269) |
Result is the same entity; property, rights, powers, debts, liabilities, obligations, creditor rights, liens, and pending proceedings continue without a transfer; no winding up or dissolution. Preconversion personal liability and governing law remain for earlier matters (§ 48-249-704(d), (g)-(h)) |
Appraisal rights exist only if supplied by the LLC documents or an agreement/plan (§ 48-249-706); no statutory valuation procedure is supplied here. Merger, dissolution/new formation, registration, tax, valuation, contract, licensing, creditor, and route advice remain outside this survey |
| Texas verified 2026-09-06 | Tex. Bus. Orgs. Code chs. 1, 4, 6, 10, and 101; conversion covers Texas LLC → different domestic type or foreign/non-code organization and foreign LLC → Texas entity. Non-U.S. same-form conversion may add continuance (§§ 10.101-.1025) |
Direct route to different domestic entity type or non-code organization, including foreign LLC; inbound foreign LLC may become a Texas entity when origin law/documents permit. Same domestic type excluded by “different type” wording (§§ 10.101-.102) |
U.S. interstate LLC movement is a conversion that destination law may call domestication, continuance, or transfer. Texas/non-U.S. same-form conversion may elect continued existence in the current form/jurisdiction as part of the plan (§§ 1.002(10), 10.1025) |
Outbound conversion cannot conflict with destination law and destination organization must comply with it; inbound conversion must be permitted by origin law or consistent governing documents. Non-U.S. continuance also depends on that jurisdiction's law (§§ 10.101(d), 10.102(b)-(c), 10.1025(b)) |
Written plan states source/result names, continued existence, result type and jurisdiction, interest conversion, and destination formation record; external facts and lawful extra terms allowed (§§ 10.103-.104) |
LLC acts on plan; default fundamental-transaction vote is majority of all members, modifiable by company agreement, and member approval is excused before initial member admission. Unanimous consent default; formation certificate may permit meeting-minimum consent with prompt notice. Each newly liable member separately consents (§§ 6.201-.204, 10.101(b),(f), 101.052, .356(c),(e)) |
LLC-authorized signer files Certificate of Conversion containing plan or before/after identity, plan-location/free-copy, and approval recitals; Texas filing-entity result files its formation certificate simultaneously. Continuance adds statutory title/election statement (§§ 10.1025(c), 10.154-.155) |
$300 conversion fee plus destination formation fee; Texas corporation/LLC formation adds $300. Filing or stated date/time/event no later than day 90 after signing; plan may be abandoned before effect, with Certificate of Abandonment after filing. Franchise taxes paid or result accepts liability (§§ 4.051-.057, 4.151-.154, 10.156, 10.201-.202) |
Entity continues without interruption; property/title remain without transfer, liabilities continue, creditor/former-owner rights survive, proceedings continue without substitution, and interests convert under plan or dissent route. Old owner liability follows writing, prior liability, or other law (§ 10.106) |
Ordinary Texas LLC has no statutory dissent/appraisal default; governing documents may opt in and modify rights, triggering § 10.355 notice. No merger, dissolution, registration, tax, contract, license, securities, creditor, valuation, or route advice (§§ 10.101(c), 10.351(b)-(c)) |
| Utah verified 2026-10-01 | Chapter 1a Parts 9 and 10 govern conversion (new type) and domestication (same type/new jurisdiction); Chapter 20 supplies the LLC member vote (§§ 16-1a-902 to -1007; 16-20-407). |
Domestic LLC may become a different domestic entity type or foreign different type authorized by destination law; special forms need their own organic-law checks (§ 16-1a-902). |
Domestic LLC may domesticate as a foreign same-type entity if destination law authorizes; qualifying foreign LLC may become a Utah LLC if origin law authorizes (§ 16-1a-1002). |
Foreign-type conversion requires destination-law authorization; foreign-origin conversion/domestication requires origin-law authorization. Special regulated/charitable regimes remain outside scope (§§ 16-1a-902, -1002). |
Recorded plan names source/result and jurisdictions/types, interest treatment, proposed public record, full recorded private rules, and other conditions (§§ 16-1a-903, -1003). |
Ordinary member- and manager-managed LLC defaults require all members for conversion/domestication; organic rules govern procedure subject to nonwaivable member-approval right. Newly liable holder approves in a record (§§ 16-20-107, -407; 16-1a-904, -1004). |
Entity signs Division conversion/domestication statement, naming both entities, approval, effective delay, applicable public record/process address; qualifying signed plan can substitute. LLC-to-corporation also uses articles of incorporation (§§ 16-1a-906, -1006; 16-10a-1008.7). |
Statement defaults to filing effect or ≤90-day delay; plan amendment/abandonment and filed-statement withdrawal/correction rules apply. Posted FY2026 fee schedule lists $17 transaction fee; current FY2027 charge unconfirmed (§§ 16-1a-204 to -206, -905, -1005; fee schedule). |
Same entity; property, liabilities, rights and proceedings continue, interests/organic records take effect, no dissolution. Inbound foreign registration cancels at effect; pre/post holder liability follows statutory rules (§§ 16-1a-907, -1007). |
Chapter 1a looks to organic-law or contractual appraisal rights; neither route guarantees payment. Merger, tax election, licensing and private consent are outside this direct-route survey (§§ 16-1a-708, -907, -1007). |
| Vermont verified 2026-09-08 | 11 V.S.A. §§ 4141-4157; “conversion” changes entity type, while “domestication” moves an LLC into or out of Vermont without changing LLC form |
Domestic LLC may become different domestic or qualifying foreign organization: corporation, nonprofit, GP/LLP, LP/LLLP, LLC, cooperative, association, statutory/business/common-law business trust, or other qualifying separate person; listed nonorganizations excluded (§§ 4141(14), 4142(a)-(b)) |
Two-way same-type domestication: qualifying foreign LLC → Vermont LLC and Vermont LLC → qualifying foreign LLC; no separate continuance or transfer label (§ 4152) |
Foreign conversion law must authorize and converting LLC must comply; domestication requires foreign law authorize, not prohibit, and foreign LLC comply. “Organization” excludes individual, donative/charitable trust, estate, government, and nonqualifying association (§§ 4141(14), 4142, 4152) |
Recorded conversion plan: source/result identity, type/jurisdiction, interest conversion into interests/securities/obligations/money/property/ rights, public documents, full recorded private documents, terms, and required provisions. Domestication plan states names/jurisdictions, terms, consideration, and result organizational documents (§§ 4143, 4152(c)) |
Conversion follows LLC organizational documents; if silent, all members entitled on any matter approve. Domestication defaults to all members; operating agreement governs internally. Member taking personal liability separately consents unless the agreement has a qualifying fewer-than-all term the member accepted (§§ 4003, 4144(a), 4153, 4156) |
Authorized person/organizer/fiduciary or agent signs. Conversion statement identifies source/result and approval and attaches domestic-result public documents; signed plan meeting fields may substitute. Domestication articles identify direction, names/jurisdictions, result-law date, approval, and foreign-result process address; outbound also files certificate-surrender statement (§§ 4025, 4146, 4154-4155) |
Vermont records filing-effective or delayed ≤90 days; conversion otherwise uses later of result law and statement, domestication uses result law/ certificate timing. Protected plan amendments and pre-effect abandonment; postfiling conversion abandonment statement, but domestication text stops amendment/abandonment at filing delivery. Conversion/domestication $20; no subchapter status/tax-clearance condition (§§ 4012, 4026, 4145-4146, 4153-4154) |
Same entity without interruption; property remains vested, debts/ obligations/liabilities and proceedings continue, rights/powers/purposes and plan terms remain, and no dissolution solely from change. Foreign result remains serviceable; registered-source foreign status cancels on conversion (§§ 4147, 4155) |
Complete conversion/merger/domestication subchapter states no appraisal, dissent, buyout, or withdrawal right and is nonexclusive. No alternative- route, valuation, tax, contract, license, creditor, or transaction advice (§§ 4141-4157) |
| Virginia verified 2026-09-06 | Virginia LLC Act arts. 14-15, Va. Code §§ 13.1-1074 to -1087; “domestication” changes an LLC's jurisdiction, while “entity conversion” changes a domestic LLC into a domestic stock corporation or business trust |
Direct domestic LLC → Virginia stock corporation or Virginia business trust only. No LLC-output conversion under Article 15 to a foreign entity, partnership, LP, nonstock corporation, or another domestic LLC (§§ 13.1-1081-.1082(A)) |
Outbound Virginia LLC → foreign LLC and inbound foreign LLC → Virginia LLC through “domestication”; another jurisdiction may use a different name. Conversion is the separate type-change route (§§ 13.1-1074 to -1075) |
Origin law must authorize inbound domestication; destination law must allow outbound domestication, and an LLC legally required to remain domestic may not leave. Type conversion is limited to a Virginia stock corporation or business trust; professional, regulated, nonprofit, foreign, and series regimes remain outside (§§ 13.1-1075(A)-(B), 13.1-1082(A)) |
Domestication plan states origin/destination, terms, and inbound restated articles; terms cannot alter ownership proportions or relative rights. Conversion plan states intended result, terms, proportion-preserving interest conversion, attached result articles, and other desired provisions (§§ 13.1-1075(C)-(E), 13.1-1083(A)) |
Unless articles/written operating agreement provide otherwise, members use the agreement-amendment method or, if none, all members. Memberless conversion uses majority of named managers or organizers. Written consent may use the meeting threshold; governing records control classes. No separate new-liability consent stated (§§ 13.1-1022(E)-(F), 13.1-1076, 13.1-1084(A)) |
Conversion files articles containing entity history, plan with result articles, approval date/recital. Inbound files domestication articles with history, plan/restated Virginia articles, and origin-law compliance; outbound files organization-surrender articles with plan, adoption, destination, service, and mailing commitments. Authorized manager/delegate, fallback member, organizer, or fiduciary signs (§§ 13.1-1003(F)-(G), 13.1-1077-.1078, 13.1-1085) |
SCC certificate issuance or stated time/date by 11:59 p.m. on day 15. Inbound domestication and LLC→business-trust conversion $100; outbound surrender $25; LLC→stock-corporation conversion $25 plus charter fee. Plans may authorize amendment; adverse conversion changes require reapproval. Prefiling or timely filed abandonment available; no express good-standing or tax-clearance attachment (§§ 13.1-1004(D), 13.1-1005, 13.1-1075(E), 13.1-1080, 13.1-1083(A)(2), 13.1-1087) |
Conversion/inbound domestication preserve the same entity and original date; property remains vested, liabilities and prior owner liability remain, and proceedings continue. Interests/result articles take effect; outbound effect follows destination law, Virginia status ceases on surrender, and continued Virginia business requires registration within 30 days. No separate contract/license/tax promise (§§ 13.1-1075, 13.1-1078-.1079, 13.1-1086) |
No automatic statutory appraisal right; articles or operating agreement may opt into dissenters' rights for conversion or jurisdiction change (§ 13.1-1022(G)). Merger, dissolution/new formation, registration, valuation, tax, contract, licensing, creditor, and route advice are outside this survey |
| Washington verified 2026-09-06 | RCW 25.15.411 and 25.15.436-.456 plus ch. 23.95 RCW; “conversion” covers both LLC entity-type changes and moves between Washington and another jurisdiction. “Domestication” is not the LLC route label |
Direct LLC → domestic/foreign GP or LLP, LP or LLLP, LLC, business trust, corporation, or another person having a governing statute; profit and nonprofit organizations included if result law permits (§§ 25.15.411(7), 25.15.436) |
Outbound Washington LLC → foreign LLC and inbound foreign LLC → Washington LLC through conversion; no separate LLC domestication, continuance, transfer, or redomestication article (§§ 25.15.411(7), 25.15.436-.446; SOS) |
Other organization's governing statute must authorize conversion, its jurisdiction must not prohibit it, and that organization must comply with its governing statute. Broad definition includes profit/nonprofit domestic and foreign forms; professional, charitable, regulated, cooperative, and series requirements remain separate (§§ 25.15.411(6)-(7), 25.15.436(1)) |
Recorded plan states source/result names and forms, terms and conditions, treatment of interests into result or third-entity interests, shares, obligations, securities, cash or other property, and result organizational documents (§ 25.15.436(2)) |
All members or method stated in written LLC agreement; that agreement may set classes, voting basis, meetings, notice, proxies, and consent mechanics. Each member acquiring personal liability signs separate written consent, and the agreement cannot restrict that right. No separate manager approval or no-member shortcut (§§ 25.15.018(3)(n), 25.15.121, 25.15.441(1), 25.15.456) |
Converting LLC files articles stating conversion, result name/form/law, effective date, both-law approval, and foreign-result service address. Washington LLC result also files certificate of formation; other domestic results file their origination record. Authorized representative executes and states name/capacity (§§ 25.15.446, 23.95.200; SOS) |
Result law controls; Washington filing may take effect on filing or ≤90 days later. Plan amendment/abandonment before filing uses plan and original approval; filed record may be withdrawn before effect and corrected. Conversion fee $10 plus destination charge; common domestic and inbound-LLC package $190. Outbound result continuing here adds $180 registration and good-standing evidence; outbound result leaving Washington pays $10. No express tax-clearance filing condition (§§ 25.15.441(2), 25.15.446(2)-(3), 23.95.210-.220; SOS) |
Same entity; property/title, debts/liabilities/obligations, proceedings, and rights/powers remain; plan terms take effect and conversion does not dissolve the LLC absent agreement. Foreign result consents to Washington jurisdiction and process for old obligations; statute does not override contract terms or promise license, permit, tax, or registration continuity (§ 25.15.451) |
No LLC-conversion appraisal/dissent right in the conversion article; Article 13 defines LLC dissent only for a merger. New-personal-liability consent is separately mandatory (§§ 25.15.456, 25.15.466). Merger, dissolution/new formation, tax election, valuation, contract, licensing, creditor, and route advice are outside this survey |
| West Virginia verified 2026-09-08 | No direct domestic-LLC conversion or domestication route in current Chapter 31B. Article 9 covers partnership/LP-to-LLC conversion and entity mergers; § 31B-9-907 preserves other-law routes but creates none |
Not available for an LLC as converting entity. § 31B-9-902 runs only from partnership or limited partnership into an LLC; § 31D-11-1109 runs only from West Virginia corporation into West Virginia LLC |
No inbound/outbound LLC domestication, continuance, redomestication, or transfer route in current Chapter 31B. Foreign-LLC certificate-of-authority registration/cancellation is not a same-entity jurisdiction change (§§ 31B-10-1001 to -1007) |
Not applicable—no direct LLC-source conversion or jurisdiction-change authority. Destination-law recognition, reciprocity, regulated-entity limits, and cross-jurisdiction compliance must be analyzed under any independently authorized route |
Not applicable—Chapter 31B states no LLC conversion/domestication plan. The agreement in § 31B-9-902(c) is for partnership/LP conversion into an LLC; the plan in § 31B-9-904(b) is for merger |
Not applicable—no direct-route approval rule. Article 9's operating-agreement merger threshold belongs to merger, not conversion/domestication (§ 31B-9-904(c)); an operating agreement does not create a missing statutory filing route |
No LLC-source conversion/domestication statement or companion filing authorized. § 59-1-2(a)(1)(N) charges $25 for a conversion statement only 'when permitted'; § 31D-11-1109(c) articles apply to corporation-to-LLC conversion |
Not applicable—no direct-route filing or effectiveness, amendment, abandonment, withdrawal, status, or clearance rule. The $25 conversion fee applies only when another statute permits the conversion (§ 59-1-2(a)(1)(N)) |
No direct LLC conversion/domestication continuity rule. § 31B-9-903 protects only a partnership/LP converting into an LLC; § 31D-11-1109(f)-(i) protects only a corporation converting into a West Virginia LLC |
No direct-route appraisal, dissent, buyout, or notice right. § 31B-9-907 leaves other-law conversion/merger possible but does not select, authorize, or establish a substitute route |
| Wisconsin verified 2026-09-08 | Wisconsin Uniform LLC Law §§ 183.1041-.1045 (conversion), 183.1051-.1055 (non-U.S. dual-status domestication), and 183.1061; conversion changes type, while domestication adds U.S./non-U.S. governing law without ending the other status |
Domestic LLC → another domestic or foreign entity type recognized by its governing law; eligible foreign/domestic different-type entity → Wisconsin LLC. Both source and result law must permit, and Wisconsin LLC result must satisfy the chapter definition (§ 183.1041) |
No ordinary Wisconsin↔another U.S.-state same-type LLC move. Domestication is limited to Wisconsin LLC↔non-U.S. entity dual status, with each entity continuing under both governing laws (§§ 183.1051, .1055(1)(a)) |
Conversion must be permitted under source/result governing laws; domestication under both governing laws. Professional, nonprofit, regulated, and other special entities remain outside this ordinary-LLC answer (§§ 183.1041, 183.1051) |
Conversion plan states source/result name, type and governing law; terms; interest conversion into interests/securities/obligations/acquisition rights/money/property; resulting record-form documents; and other required matters. Domestication plan states both identities/laws, terms, and resulting record-form document amendments (§§ 183.1042, .1052) |
Default all members. Written operating agreement may vary approval without impairing § 183.1061 rights; a materially increased current/potential member obligation requires that member's transaction consent or assent to the qualifying fewer-than-all provision (§§ 183.0105(3)(m), 183.1043(1), 183.1053(1), 183.1061) |
Authorized signer delivers articles naming source/result and governing laws, reciting approval, attaching public result documents/amendments, and stating plan location/copy availability. Foreign conversion result registers if required (§§ 183.0203, 183.1044, 183.1054) |
$150 articles for either route; filing/receipt or stated date/time ≤90 days. Plan controls amendment/abandonment or original approval applies; after filing, signed amendment/abandonment statement must precede effect. No route- specific standing/tax clearance (§§ 183.0122(2)(a)11., 183.0207, 183.1043-.1044, 183.1053-.1054) |
Same continuing entity; property, rights/powers, debts/liabilities, proceedings, organizational documents, and interest treatment continue; no dissolution by default. Domestication retains both statuses. Prior and later owner liability follows the applicable governing-law periods (§§ 183.1045, 183.1055) |
Subchapter X supplies no express appraisal/dissent valuation procedure; instead every member defaults to approval and § 183.1061 protects against materially increased obligations. Merger, formation, registration, tax, valuation, contract, licensing, creditor, and route advice stay outside |
| Wyoming verified 2026-09-08 | Wyo. Stat. § 17-26-101 governs different-type “conversion”; §§ 17-29-1010 to -1015 separately govern inbound “continuance,” outbound “transfer,” and inbound U.S.-state LLC “domestication” |
Any domestic/foreign entity formed under Title 17 or functional equivalent may convert to any other such domestic/foreign entity; foreign result must be recognized there. Ordinary LLC can therefore become corporation, partnership, LP, statutory trust/foundation, or another qualifying Title 17 form, subject to each governing statute (§ 17-26-101(a)-(d)) |
Inbound foreign organization → Wyoming LLC by continuance if home jurisdiction acknowledges domicile termination; inbound U.S.-state LLC → Wyoming LLC by domestication; outbound Wyoming LLC → any authorized foreign jurisdiction by transfer (§§ 17-29-1010 to -1013) |
Foreign conversion form must be recognized; transfer requires other-law authorization. Continuance excludes insurers/financial institutions and needs origin acknowledgement; domestication excludes insurer/financial- institution LLCs and is limited to LLCs created under U.S. states. Secretary may condition continuance/transfer and protect creditors (§§ 17-26-101, 17-29-1010 to -1013) |
Conversion statute names no plan or interest-conversion formula; source approves terms under governing records and domestic result files its organizational document. Continuance articles carry certified charter and identity/address/agent facts; transfer application carries source/result name, jurisdiction, surrender, approval, and optional terms/amendments; domestication articles carry certified charter, ≤30-day good standing, and identity/office/agent facts (§§ 17-26-101(c)-(e), 17-29-1010 to -1013) |
Conversion terms follow filed governing documents; LLC management defaults make nonordinary acts and manager-managed conversion/continuance/transfer/ domestication all-member matters unless articles/operating agreement vary. Transfer resolution adopted by members, with no section-specific percentage. Any member taking personal liability must consent unless the agreement has a qualifying fewer-than-all term the member accepted (§§ 17-26-101(c)-(d), 17-29-110, -407, -1011(f), -1014) |
Domestic conversion result files destination organizational record with source/result identities, original state/date, and proof of owner approval; Chapter 26 names no Wyoming exit certificate for a foreign result. Continuance files manager/authorized-member-signed Articles of Continuance; transfer files application and maintains one-year agent; domestication files Articles of Domestication and receives certificate. Authorized person or agent signs LLC records (§§ 17-26-101(e), 17-29-203, -1010 to -1013) |
Conversion effective on destination organizational filing or stated later date; Wyoming LLC record delay ≤90 days. No conversion amendment/abandonment rule. Continuance/transfer effective through issued Wyoming and applicable foreign certificates; domestication on filing/issued certificate. Inbound domestication needs ≤30-day good standing. Conversion fee equals result- formation fee unless otherwise set; LLC continuance/domestication $100; outbound transfer adds $60 toll plus other taxes/fees. LLC filing requires past-due fees/taxes/penalties paid (§§ 17-16-123, 17-26-101(f),(h), 17-29-205, -1010 to -1013; SOS) |
Conversion: property remains, obligations continue, proceedings continue. Continuance preserves original existence date, property ownership, obligations, claims, actions, orders, and member rights/liability. Transfer continues company into destination and surrenders Wyoming articles; domestication continues company under Wyoming powers/duties. Foreign conversion result accepts Wyoming jurisdiction/service for source liabilities (§§ 17-26-101(g), 17-29-1009 to -1012) |
Current conversion and LLC Article 10 provisions state no LLC-member appraisal, dissent, buyout, or withdrawal right and Article 10 is nonexclusive. No alternative-route, valuation, tax, contract, license, creditor, bond, or transaction advice (§§ 17-26-101, 17-29-1006 to -1015) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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