LLC Conversion and Domestication Filing Requirements in Delaware
At a glance
| Governing law, transaction names, and route scope | 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 |
|---|---|
| Entity-type conversion availability and eligible destination forms | 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)) |
| Inbound/outbound domestication, continuance, and transfer | 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) |
| Destination-law reciprocity and regulated-entity limits | 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)) |
| Plan terms, interest conversion, and resulting governing documents | 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)) |
| Member approval, agreement control, classes/series, and new-liability consent | 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)) |
| Conversion/domestication statements, companion filings, signer, and contents | 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)) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | 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) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | 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)) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | 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 |
Requirements one by one
Conversion is broad; jurisdiction labels depend on destination
A Delaware LLC may convert into a domestic or foreign corporation, statutory or business trust, association, REIT, common-law trust, general or limited partnership, LLP or LLLP, foreign LLC, or another business entity. The LLC agreement may prohibit conversion. 6 Del. C. § 18-216(a), (i).
For approval, the agreement's conversion method controls, followed by its merger or consolidation method. If it has none and does not prohibit conversion, members holding more than 50% of current profit interests approve. The statute requires no separate plan, notice, class vote, or new-liability consent. 6 Del. C. § 18-216(b).
A foreign LLC from another U.S. state converts into a Delaware LLC under 6 Del. C. § 18-214; the conversion and formation certificates are filed simultaneously with matching effective times. A Delaware LLC moving to another state's LLC uses the outbound conversion in § 18-216.
Delaware reserves different words for international moves. A non-U.S. entity may domesticate into a Delaware LLC under § 18-212. A Delaware LLC may transfer, domesticate, or continue in a non-U.S. jurisdiction under § 18-213 and may elect to preserve Delaware existence, producing one entity existing under both laws.
Certificates carry the public transaction facts
An outbound conversion certificate states the source name and original filing date; result jurisdiction and name; approval; any future time; Delaware process consent and Secretary appointment; and a mailing address. One or more authorized persons execute it under a perjury-backed oath. 6 Del. C. §§ 18-204 and 18-216(e).
The international inbound route files domestication and formation certificates simultaneously. The outbound international route files either a transfer certificate ending Delaware existence or a transfer-and-domestic-continuance certificate preserving it. 6 Del. C. §§ 18-212(b), 18-213(b).
Interests may become or be exchanged for cash, property, result or third-entity rights, securities, or interests, remain outstanding, or be cancelled. 6 Del. C. §§ 18-213(f), 18-216(d).
Filing time and fees are route-specific
Chapter 18 certificates take effect on filing or at a stated time no later than the 180th day. If a delayed transaction terminates or its public facts change, the certificate must be terminated or amended before effect. 6 Del. C. § 18-206(b)-(c).
The August 2026 schedule lists $220 for outbound conversion, international domestication, and transfer or continuance. Inbound conversion or domestication to a Delaware LLC is $220 plus a simultaneously filed $110 formation certificate. A domestic entity-type result instead uses the resulting entity's fees; Delaware taxes also apply when the LLC converts out.
The entity, property, debts, and claims continue
Conversion keeps the same entity and continues its existence without default winding up or dissolution. Rights, privileges, powers, property, debts due, causes of action, creditor rights, liens, debts, liabilities, and duties remain without a deemed transfer. An outbound result preserves preconversion obligations, personal liability, and choice of law. 6 Del. C. § 18-216(c), (g)-(h).
International transfer, domestication, or continuance has parallel continuity rules. A domestic-continuance filing leaves the Delaware LLC and foreign form as one entity under both jurisdictions. 6 Del. C. § 18-213(d)-(g).
What trips people up
“Domestication” is not Delaware's ordinary label for moving an LLC between U.S. states. Interstate moves use conversion. Sections 18-212 and 18-213 reserve domestication and transfer/continuance for a foreign country or other non-state jurisdiction.
No statutory plan or appraisal procedure appears in these LLC Act routes. The LLC agreement can control approval, prohibit the transaction, and supply contractual rights, so the statutory fallback is not the whole transaction record.
Common questions
May a Delaware LLC become another state's LLC directly?
Yes through conversion under § 18-216. The certificate ends Delaware LLC status at effect, while continuity rules preserve the entity and obligations.
May it keep Delaware existence while moving abroad?
Yes for a non-U.S. jurisdiction through a transfer-and-domestic-continuance certificate. The continuing forms constitute one entity under both laws. 6 Del. C. § 18-213(e).
Can a delayed filing be abandoned?
If the transaction terminates before the delayed time, the LLC must file a certificate of termination before effect. A change making the filed certificate false or inaccurate instead requires an amendment. 6 Del. C. § 18-206(c).
Statutes and sources
- 6 Del. C. §§ 18-212 to -214 and -216 — inbound/outbound conversion, international domestication/transfer/continuance, approval, filings, continuity, and boundaries; official Subchapter II (accessed September 8, 2026).
- 6 Del. C. §§ 18-204 and -206 — execution, delayed effectiveness, amendment, and termination; official Subchapter II (accessed September 8, 2026).
- 6 Del. C. § 18-1105 — statutory fees; official Subchapter XI (accessed September 8, 2026).
- Delaware Division of Corporations August 2026 fee schedule — current all-in listed charges for conversion, formation, domestication, transfer, and continuance; official schedule (accessed September 8, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Delaware law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Delaware 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