LLC Conversion and Domestication Filing Requirements in Connecticut
At a glance
| Governing law, transaction names, and route scope | 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) |
|---|---|
| Entity-type conversion availability and eligible destination forms | 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)) |
| Inbound/outbound domestication, continuance, and transfer | 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)) |
| Destination-law reciprocity and regulated-entity limits | 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) |
| Plan terms, interest conversion, and resulting governing documents | 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) |
| Member approval, agreement control, classes/series, and new-liability consent | 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) |
| Conversion/domestication statements, companion filings, signer, and contents | 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) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | 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) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | 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) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | 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)) |
Requirements one by one
Conversion and domestication do different jobs
Conversion changes entity type: a Connecticut LLC may become a different domestic type or a qualifying foreign entity of a different type. Domestication keeps the same type while moving governing jurisdiction, and it works both outbound and inbound when the other jurisdiction authorizes the move. Conn. Gen. Stat. § 34-600(5)-(14), (29), (38), and § 34-631. The domestication route and its plan-approval sequence are Conn. Gen. Stat. §§ 34-641 to 34-643.
The routes exclude listed regulated and religious entities. A professional entity result must be allowed to render the same services, and existing government-notice and charitable-property protections carry over. Conn. Gen. Stat. §§ 34-602 and 34-608.
Each route requires a recorded plan and approval
Both plans identify the source and result, address interest conversion, include the proposed public organic document and full recorded private rules, and state other terms and conditions. Conn. Gen. Stat. §§ 34-632 and 34-642. External facts may operate on the plan if it explains how. Conn. Gen. Stat. § 34-605.
The operating agreement's conversion or domestication method controls. If it is silent, the agreement and organic law's merger method applies. For an ordinary LLC without a different controlling term, the current LLC Act requires two-thirds in interest in either management structure and permits action without a meeting. Conn. Gen. Stat. §§ 34-255f(b)-(d), 34-633, and 34-643.
A holder who would gain personal liability must also approve in a record unless the statute's qualifying advance-agreement exception applies. Conn. Gen. Stat. §§ 34-633(a)(2) and 34-643(a)(2).
Certificates, fees, and abandonment
Each route has its own certificate. Both identify the source and result, approval, and effective time; an inbound domestic result attaches its public organic document. Conn. Gen. Stat. §§ 34-635 and 34-645.
The current base fee is $60 for conversion and $100 for domestication. An inbound Connecticut result also adds the destination formation-document fee, currently $120 for an LLC. Current Secretary fee schedules.
A plan may provide amendment and abandonment methods. If abandonment occurs after filing but before effect, a certificate of abandonment must be filed in time. Domestication permits no more than a 90-day delayed effective date; § 34-635 states no corresponding conversion ceiling. Conn. Gen. Stat. §§ 34-634 to 34-635. The domestication-specific amendment, certificate, and continuity provisions are Conn. Gen. Stat. §§ 34-644 to 34-646.
The entity continues
Under either route, the result is the same entity without interruption. Property remains vested, liabilities and powers continue, the new name may replace the old in pending proceedings, new organic records bind, and interests convert under the plan. The transaction does not require winding up or cause dissolution. Conn. Gen. Stat. §§ 34-636 and 34-646.
What trips people up
“Conversion” is not Connecticut's label for an LLC simply moving to another state. That same-type move is domestication, with a different certificate, a different base fee, and an express 90-day filing-delay ceiling. Conn. Gen. Stat. §§ 34-631, 34-635, 34-641, and 34-645; current Secretary fee schedules.
Common questions
Do LLC members automatically receive appraisal rights?
No. The corporation-only statutory entitlement does not cover an LLC. An LLC holder instead receives contractual appraisal rights only to the extent the organic rules or plan provides them. The cross-cutting plan, unanimous-approval, and appraisal provisions are Conn. Gen. Stat. §§ 34-605 to 34-607.
Can all members approve by unanimous consent?
Generally yes unless the organic law or rules provide otherwise. The Act treats unanimous holder vote or consent as satisfying its approval requirements. Conn. Gen. Stat. § 34-606.
Does a foreign result automatically stay qualified in Connecticut?
No. If the domesticating or converting entity was a qualified foreign entity, its prior qualification is canceled when the transaction takes effect. Conn. Gen. Stat. §§ 34-636(f) and 34-646(f).
Statutes and sources
- Conn. Gen. Stat. §§ 34-600 to 34-608 and 34-631 to 34-646 — definitions, cross-cutting limits, plans, approvals, certificates, amendment, abandonment, effect, continuity, liability, and appraisal (official Connecticut General Assembly; accessed September 8, 2026).
- Conn. Gen. Stat. § 34-255f — ordinary LLC approval and no-meeting action (official Connecticut General Assembly; accessed September 8, 2026).
- Connecticut Secretary of the State entity-transaction fee schedules — current conversion, domestication, and domestic-formation fees (accessed September 8, 2026).
Source links
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