LLC Conversion and Domestication Filing Requirements in Colorado
At a glance
| Governing law, transaction names, and route scope | 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 |
|---|---|
| Entity-type conversion availability and eligible destination forms | 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) |
| Inbound/outbound domestication, continuance, and transfer | 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) |
| Destination-law reciprocity and regulated-entity limits | 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)) |
| Plan terms, interest conversion, and resulting governing documents | 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) |
| Member approval, agreement control, classes/series, and new-liability consent | 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) |
| Conversion/domestication statements, companion filings, signer, and contents | 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) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | $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) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | 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) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | 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 |
Requirements one by one
Colorado calls both routes conversion
A Colorado LLC may become any other domestic entity form or any foreign entity form recognized by its destination. A foreign entity may become domestic if its governing documents and law do not prohibit the change and it meets their requirements. C.R.S. §§ 7-90-201 and 7-90-201.3.
Because the outbound provision says “any form of foreign entity” rather than a different form, it includes a Colorado LLC becoming a foreign LLC. The inbound provision likewise permits an eligible foreign LLC to become a Colorado LLC. Colorado uses conversion, not a separate domestication or continuance label.
Approval follows a four-step hierarchy
The plan identifies both entities, jurisdictions, and forms and states the terms and how LLC interests become result interests or obligations, money, or property. C.R.S. § 7-90-201.3.
Approval first follows an express conversion term in the primary constituent documents, then their most stringent merger term, then the most stringent term for amending those documents under the documents or organic law. Only if none applies must all owners approve. The chosen rule includes any manager preliminary action, notice, quorum, voting, and owner or third-party consent. C.R.S. § 7-90-201.4(2)-(4).
Filing depends on the result
For a filed Colorado source and a result that will not place a constituent document in Colorado's records, the LLC files a standalone statement naming the source/result, jurisdictions and forms. A Colorado filing-entity result instead uses a combined conversion statement and its constituent document; after acceptance those count as two records. C.R.S. § 7-90-201.7(1)-(4).
Colorado requires no document signature. The individual causing delivery gives a name and mailing address and affirms under penalty of perjury the act, authority, facts, and compliance. C.R.S. §§ 7-90-301, 7-90-301.5, and 7-90-304 to 7-90-305.
The current online fee is $50 for a standalone conversion statement and $100 for a combined conversion. A delayed date is capped at day 90; without a time it operates at 11:59 p.m. A delayed filing may be revoked before effect by a statement of correction.
Continuity and pre-effect changes are limited by the text
The result is the same entity continuing in another form. Preconversion obligations and personal liability remain unaffected, and by default the entity need not wind up, pay obligations, distribute assets, or dissolve. Section 7-90-202 does not separately promise contract, title, proceeding, license, or registration continuity. C.R.S. § 7-90-202.
The plan's procedure controls amendment and abandonment before effect. Consideration, impermissible constituent-document changes, and materially adverse terms cannot be changed through the amendment route. A delayed filed conversion may be stopped before effect through a statement of change. C.R.S. § 7-90-205.5(1).
What trips people up
Colorado's same-type interstate route is embedded in “conversion.” Searching only for a domestication statute misses the “any form of foreign entity” branch.
The approval rule is not a universal LLC vote percentage. It is a hierarchy that examines conversion, merger, and amendment rules in the constituent documents and organic statute before reaching all-owner approval.
Appraisal rights follow a separate hierarchy of express grants, denials, restrictions, and same-form comparisons. This page identifies that boundary but does not decide entitlement or administer valuation. C.R.S. § 7-90-206(1)-(3).
Common questions
Can a Colorado LLC become a Colorado corporation directly?
Yes. Section 7-90-201 permits a domestic entity of one form to become any other domestic entity form, subject to the plan, approval, and filing rules.
Can it move to another state and remain an LLC?
Yes, when the destination recognizes that foreign LLC form. Colorado treats the move as conversion rather than domestication. C.R.S. § 7-90-201(1)(b).
Does every conversion use the $100 combined fee?
No. The Secretary's schedule lists $50 for a standalone conversion statement and $100 for a combined conversion; the statutory filing branch depends on whether a Colorado constituent document accompanies the transaction.
Statutes and sources
- C.R.S. §§ 7-90-201 to -202 and 7-90-205.5 to -206 govern route availability, plan, approval, filing, effect, amendment, abandonment, and appraisal. The official 2025 Title 7 printout was accessed September 8, 2026 and checked against the completed 2026 session.
- C.R.S. §§ 7-90-301, -301.5, and -304 to -305 govern signature-free filing, delivery affirmations, timing, revocation, and correction. Accessed September 8, 2026.
- Colorado Secretary of State business fee schedule lists the current standalone and combined conversion fees. Accessed September 8, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Colorado law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Colorado law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace