LLC Conversion and Domestication Filing Requirements in Alabama
At a glance
| Governing law, transaction names, and route scope | 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 |
|---|---|
| Entity-type conversion availability and eligible destination forms | 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) |
| Inbound/outbound domestication, continuance, and transfer | 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)) |
| Destination-law reciprocity and regulated-entity limits | 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) |
| Plan terms, interest conversion, and resulting governing documents | 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) |
| Member approval, agreement control, classes/series, and new-liability consent | 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) |
| Conversion/domestication statements, companion filings, signer, and contents | 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) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | 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) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | 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) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | 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 |
Requirements one by one
Conversion covers both type and jurisdiction changes
Alabama defines conversion to include a domestic entity continuing as a foreign entity of any type, a foreign entity continuing as a domestic entity of any type, and a domestic entity changing type. The label includes a transaction called domestication elsewhere. Ala. Code § 10A-1-1.03(13).
An ordinary Alabama LLC may therefore use the Chapter 5A conversion route to become a qualifying domestic or foreign partnership, limited partnership, foreign LLC, trust, corporation, or another organization. The non-LLC organization's governing statute must authorize conversion; neither law may prohibit it; and both source and result must comply with their governing statutes and documents. Ala. Code § 10A-5A-1.02(i), (k), (n)-(o) and § 10A-5A-10.01.
The written plan and approval rules are separate
The written plan names and types both organizations, gives their principal- office mailing addresses and the source's Alabama ID, states transaction and interest-conversion terms, and includes the result's organizational documents. Interests may become cash, property, interests or securities in the result or another organization, or may be cancelled. Contemplated disclosure schedules need not be attached when the plan is approved. Ala. Code § 10A-5A-10.01.
All members consent by statutory default. The LLC agreement may govern member relations and change that default, but it cannot vary the separate right in § 10A-5A-10.09: a member who would acquire personal liability must consent to the plan, and agreement to a generic less-than-unanimous amendment clause does not supply that consent. Ala. Code §§ 10A-5A-1.08, 10A-5A-10.02, and 10A-5A-10.09.
Source and destination filings are distinct
An Alabama LLC converting out files a Statement of Conversion. It identifies the source and filing history, result and governing jurisdiction, principal- office addresses, effective date, approval under both laws, free plan-copy availability, and any needed foreign process office. An authorized company person or agent signs. Ala. Code §§ 10A-5A-2.04 and 10A-5A-10.03.
If the result is another Alabama filing entity, its destination formation certificate is also required and the two filings are delivered simultaneously. An inbound foreign organization becoming an Alabama LLC files the Alabama certificate of formation. The conversion statement costs $100 and an Alabama formation certificate costs $200. Ala. Code §§ 10A-1-4.31 and 10A-5A-10.03.
A certified copy may be recorded for $5 in any county where the source owned real property to evidence chain of title. Recording is optional and its absence does not affect the result's title. Ala. Code § 10A-5A-10.03(h).
Destination law sets transaction effect
An Alabama LLC's non-Alabama-LLC result takes effect under the destination's governing statute. Alabama filing instruments otherwise operate on receipt or at a stated later date no more than 90 days after delivery. Before the § 10A-5A-10.03 filing, the plan may be amended or abandoned as the plan provides, or by the same consent if the plan does not prohibit it. Ala. Code §§ 10A-1-4.11 to 10A-1-4.12 and 10A-5A-10.02 to 10A-5A-10.03.
After filing, Alabama's general provisions allow an inaccurate, erroneous, or defectively signed instrument to be corrected or nullified by the prescribed certificate. The conversion article states no separate good-standing or tax- clearance condition. Ala. Code §§ 10A-1-4.21 and 10A-1-4.25.
Continuity includes contracts, creditors, and old law
Property and contract rights remain vested without transfer, debts and liens continue, proceedings remain pending, and rights, powers, and purposes carry over. The conversion does not require winding up or constitute dissolution, and the preconversion choice of law remains. The Alabama entity ID continues for an Alabama result or a foreign result registered here within 30 days. Ala. Code § 10A-5A-10.04.
A foreign result accepts Alabama jurisdiction for qualifying old debts. The conversion article states no statutory appraisal, dissent, fair-value, or buyout right; any contractual right must come from the LLC agreement. Ala. Code §§ 10A-5A-10.01 to -10.10.
The conversion article is nonexclusive, but it does not select or prescribe an alternative transaction. Ala. Code § 10A-5A-10.10.
What trips people up
- “Conversion” includes an interstate LLC move. Alabama does not need a separate domestication subchapter for the ordinary inbound/outbound route.
- The $100 statement may not be the only filing. A domestic destination filing entity also needs its formation certificate; Alabama charges $200 for that certificate.
- A lower agreement vote cannot erase liability consent. Any member who would become personally liable still has the protected § 10A-5A-10.09 right.
Common questions
Must disclosure schedules be attached when members approve the plan?
No. Section 10A-5A-10.01(d) says contemplated disclosure letters and schedules need not be included or attached at approval.
Does an optional county filing transfer the real estate?
No. The certified copy evidences chain of title; the statute says not recording it does not affect the converted organization's title.
Does the converted organization keep the Alabama entity number?
Yes for an Alabama result. A foreign result also keeps it if registered to transact business in Alabama within 30 days after conversion.
Statutes and sources
- Ala. Code §§ 10A-1-1.03 and 10A-5A-1.02, -1.08, and -10.01 to -10.10 govern definitions, routes, plan, approval, filing, effect, continuity, liability consent, and the nonexclusive boundary. Accessed September 8, 2026.
- Ala. Code §§ 10A-1-4.01, -4.11 to -4.12, -4.31 and 10A-5A-2.04 govern signer, delivery, effective time, delay, and fees. Accessed September 8, 2026.
- Ala. Code §§ 10A-1-4.21 and -4.25 govern correction and nullification. Accessed September 8, 2026.
Source links
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