LLC Conversion and Domestication Filing Requirements in Arizona
At a glance
| Governing law, transaction names, and route scope | 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 |
|---|---|
| Entity-type conversion availability and eligible destination forms | 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) |
| Inbound/outbound domestication, continuance, and transfer | 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) |
| Destination-law reciprocity and regulated-entity limits | 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) |
| Plan terms, interest conversion, and resulting governing documents | 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) |
| Member approval, agreement control, classes/series, and new-liability consent | 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) |
| Conversion/domestication statements, companion filings, signer, and contents | 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) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | 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) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | 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) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | 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 |
Requirements one by one
Conversion changes type; domestication changes jurisdiction
Arizona's Entity Restructuring Act separates the two transactions. Conversion lets an Arizona LLC become a domestic entity of a different type or, when the foreign law authorizes it, a foreign entity of a different type. Domestication lets it become a same-type foreign LLC, and permits an authorized foreign LLC to become an Arizona LLC. A.R.S. §§ 29-2401 and 29-2501.
The LLC Act expressly authorizes a domestic LLC to use both Chapter 6 routes. A.R.S. § 29-4003. It separately supplies contractual appraisal and all-member approval overlays. A.R.S. § 29-4002; A.R.S. § 29-4004.
The plan and approvals come before the filing
Both record-form plans identify the source and result, explain how interests become result interests, securities, obligations, acquisition rights, cash, or property, and include the proposed public document and full record-form private documents. The conversion plan states both entity types; the domestication plan states both jurisdictions. A.R.S. §§ 29-2402 and 29-2502.
Every member entitled to vote on or consent to any matter must approve the plan. A member who would acquire personal liability separately consents in a record unless the member accepted the precise organizational-document provision allowing such a transaction with fewer than all holders. A.R.S. §§ 29-2403 and 29-4004; A.R.S. §§ 29-2501 to 29-2503.
The statement carries the public transaction
The signed statement identifies the source and result, states the effective time and approval, and supplies the destination-law attachments. An Arizona filing-entity result's public document is attached; a foreign result attaches Arizona qualification filings if required or provides the service address if not. A signed qualifying plan may substitute for the statement. A.R.S. §§ 29-2405 and 29-2505.
Because the LLC is not the resulting Arizona entity, its conversion or domestication statement also serves as its articles of termination. The LLC's statement fee is $50, and a destination filing has its separate fee. A.R.S. § 29-4005; A.R.S. § 29-3213(A)(6); Commission Form M085.
Timing, abandonment, and continuity
When an Arizona filing entity is involved, delivery controls unless the statement selects a time no more than 90 days later. Material plan amendments preserve member approval. A plan may be abandoned before effect under its terms, by governors unless prohibited, or by the original approval route; after filing, abandonment is available only for a delayed statement and requires a timely statement of abandonment. A.R.S. §§ 29-2404 to 29-2405; A.R.S. §§ 29-2504 to 29-2505.
At effectiveness, the result is the same entity without interruption. Property, rights, powers, and obligations continue; pending proceedings may substitute the result name; governing documents and interest changes take effect; and the transaction does not require winding up or cause dissolution. New personal liability reaches only post-transaction obligations, while preexisting liability is preserved. A.R.S. § 29-2406; A.R.S. § 29-2506.
What trips people up
The route label turns on whether the entity type changes. An Arizona LLC moving to another state as an LLC uses domestication, not conversion.
Foreign-law authorization is substantive, not a filing nicety. If the relevant foreign law does not authorize the change, Arizona treats the transaction as ineffective and requires a statement of ineffectiveness in the public record. A.R.S. §§ 29-2407 and 29-2507.
Arizona's appraisal provision is contractual. A holder has appraisal rights only to the extent the operating agreement or plan provides them; the LLC Act does not supply a separate statutory valuation procedure. A.R.S. § 29-4002.
Common questions
Can an Arizona LLC become an Arizona corporation directly?
Yes. A corporation is an entity under the restructuring statute, and conversion permits a domestic entity to become a domestic entity of a different type. A.R.S. §§ 29-2102 and 29-2401.
May the conversion statement use a delayed effective date?
Yes. When an Arizona filing entity is involved, the statement may select a date and time no more than 90 days after delivery. A.R.S. § 29-2405.
Does statutory continuity guarantee a contract or license will follow?
No. The same-entity, vesting, obligation, and proceeding rules do not override contract terms or independently establish license, permit, tax, qualification, or regulatory treatment.
Statutes and sources
- A.R.S. §§ 29-4002 to -4005 provide the LLC authorization, approval, appraisal, and termination-document overlays. Accessed September 8, 2026.
- A.R.S. §§ 29-2102, 29-2401 to -2407, and 29-2501 to -2507 define entities and govern the two plans, approvals, filings, effects, liability, and foreign-law failures. Accessed September 8, 2026 and checked against the current official Title 29 index and 2026 amendment searches.
- A.R.S. § 29-3213 states the LLC statement fee. Accessed September 8, 2026.
- Arizona Corporation Commission Form M085 confirms the LLC conversion-statement fee, signature, and separate attachment requirements. Accessed September 8, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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