LLC Conversion and Domestication Filing Requirements in District of Columbia
At a glance
| Governing law, transaction names, and route scope | D.C. Code §§ 29-204.01-.06 govern LLC different-type “conversion”; §§ 29-205.01(d)(3), 29-809.06-.09 send same-type LLC “domestication” to the LLC Act rather than the general domestication subchapter |
|---|---|
| Entity-type conversion availability and eligible destination forms | Domestic LLC may become domestic different-type or qualifying foreign different-type “entity,” broadly including corporation, partnership/LLP, LP/LLLP, cooperatives, associations, statutory/business/common-law business trusts, or another separate legal person; listed nonentities excluded (§§ 29-101.02(10), 29-204.01) |
| Inbound/outbound domestication, continuance, and transfer | Two-way same-type route: qualifying foreign LLC → D.C. LLC and D.C. LLC → qualifying foreign LLC; statute calls it domestication, not continuance or transfer (§§ 29-205.01(d)(3), 29-809.06) |
| Destination-law reciprocity and regulated-entity limits | Foreign law must authorize conversion/domestication; other-law prohibitions and government merger-notice/approval duties remain. LLC domestication also requires foreign law not prohibit and foreign LLC comply; series may not transact independently (§§ 29-201.03-.04, 29-204.01, 29-802.06(o), 29-809.06) |
| Plan terms, interest conversion, and resulting governing documents | Recorded conversion plan: source/result identity, type/jurisdiction, interest conversion into interests/securities/obligations/rights/money/ property, public record, full recorded private rules, terms, and required provisions. Domestication plan similarly states names/jurisdictions, terms, consideration, and result organizational documents (§§ 29-204.02, 29-809.06(c)) |
| Member approval, agreement control, classes/series, and new-liability consent | Conversion follows LLC organic rules, then merger rules, then all holders; domestication expressly defaults to all members. Operating agreement generally controls internal affairs; manager-managed LLC also requires all members for either route. Unanimous-holder alternative; holder taking new liability separately approves subject to recorded-rule exception (§§ 29-201.08, 29-204.03, 29-801.07, 29-804.07, 29-809.07) |
| Conversion/domestication statements, companion filings, signer, and contents | Conversion: authorized signer delivers Statement of Conversion with source/ result identity, approval, delay, domestic-result public record, and foreign- result process address; qualifying signed plan may substitute. Domestication: Articles of Domestication; outbound also files certificate- surrender statement. Agent may sign (§§ 29-102.01, 29-204.05, 29-802.03, 29-809.08-.09) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Conversion filing-effective or delayed ≤90 days; domestication effective under result law/certificate timing. Plans may be amended/abandoned before filing; postfiling conversion abandonment requires statement, while LLC domestication text allows only pre-delivery amendment/abandonment. Current DLCP lists $220 for domestication but no conversion fee; required filing- related fee/tax/penalty must be paid, with no separate status certificate stated (§§ 29-102.01(c), -.03-.05, 29-204.04-.05, 29-809.07-.08; DLCP) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity; property remains vested, liabilities/debts/obligations and proceedings continue, lawful rights/powers/purposes and plan terms remain, and no dissolution solely from change. Conversion binds result organic records; outbound foreign result remains serviceable for liabilities; qualifying source foreign registration cancels (§§ 29-204.06, 29-809.09) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Conversion has appraisal only if comparable source-law merger appraisal applies or organic rules/plan creates a contractual right; Chapter 2's general domestication appraisal text does not govern LLC domestication, and §§ 29-809.06-.09 state none. No alternative-route, valuation, tax, contract, license, creditor, or transaction advice (§§ 29-201.09, 29-205.01(d)(3), 29-204.06(a)(9)) |
Requirements one by one
D.C. splits the two changes between statutory chapters
An ordinary D.C. LLC uses Chapter 2 conversion to become a different domestic entity type or a qualifying foreign entity of a different type. The entity definition is broad, but excludes individuals, predominantly donative and charitable trusts, nonpartnership relationships, estates, and governments. D.C. Code §§ 29-101.02 and 29-102.01 to 29-102.05 and §§ 29-204.01 to 29-204.03.
The general domestication subchapter expressly does not govern an LLC. Instead, the LLC Act permits a qualifying foreign LLC to become a D.C. LLC and a D.C. LLC to become a foreign LLC. Foreign law must authorize the route, must not prohibit it, and the foreign LLC must comply with it. D.C. Code §§ 29-205.01 and 29-809.06 to 29-809.07.
A conversion plan states source and result names, types, and jurisdiction; interest-to-interest, securities, obligations, rights, money, or property mechanics; the proposed public organic record; full recorded private rules; terms; and required provisions. A domestication plan similarly states both names and jurisdictions, terms, interest treatment, and result organizational documents. D.C. Code § 29-204.02 and § 29-809.06(c).
Approval follows the operating agreement and route-specific defaults
Conversion first follows the LLC's organic rules. If they do not provide for conversion, the LLC's organic law and rules for merger apply; if neither supplies a rule, all interest holders entitled to vote or consent on any matter approve. The operating agreement generally controls company affairs, while a manager-managed LLC's express statutory default requires all members for a Chapter 2 transaction. D.C. Code § 29-204.03, § 29-801.07, and § 29-804.07.
LLC domestication expressly defaults to all-member consent; an inbound foreign LLC instead follows its own governing statute. The operating agreement's general internal-affairs control remains relevant to the domestic LLC. D.C. Code § 29-801.07 and § 29-809.07.
Chapter 2 also permits unanimous holder approval as an alternative unless the LLC's organic law or rules provide otherwise. A conversion holder taking postchange personal liability must separately approve in a record, subject to the narrow recorded-rule exception. The operating agreement cannot restrict the right of a member taking personal liability to approve a conversion or domestication. D.C. Code § 29-201.08, § 29-204.03(a)(2), and § 29-801.07(c)(10).
The public filing differs by route
An authorized person or agent signs a Statement of Conversion. It identifies the source and result, states approval and any later time, attaches a domestic result's public organic record, and provides an address for an unregistered foreign result. A signed plan containing every statement field may substitute. D.C. Code §§ 29-102.01 to 29-102.05 and §§ 29-204.04 to 29-204.06.
Domestication uses Articles of Domestication stating direction, names, jurisdictions, result-law effective date, approval, and an address for an unregistered foreign result. An outbound D.C. LLC also files a statement surrendering its certificate of organization. D.C. Code §§ 29-802.03 and 29-804.07 and §§ 29-809.08 to 29-809.09.
A conversion statement takes effect on filing or at a stated time no more than 90 days later. General D.C. filings may be withdrawn before effect and corrected for inaccuracy, defective signature, or defective electronic transmission; correction generally relates back except against adverse reliance. D.C. Code §§ 29-102.01 to 29-102.05 and §§ 29-204.04 to 29-204.06.
The current DLCP LLC fee table lists $220 for domestication filings but does not separately list a Statement of Conversion charge. The conversion fee should be confirmed rather than borrowed from a neighboring transaction line.
Entity, property, and obligations continue
Conversion preserves the same entity without interruption. Property remains vested without transfer, liabilities continue, the result name may substitute in proceedings, result organic records bind, interests convert under the plan, and the transaction does not wind up or dissolve the LLC. D.C. Code §§ 29-204.04 to 29-204.06.
Domestication likewise preserves the company, property, debts, obligations, liabilities, proceedings, lawful rights, powers, purposes, and plan terms and does not dissolve the company. A foreign result remains subject to District jurisdiction for a qualifying preserved liability. D.C. Code §§ 29-809.08 to 29-809.09.
What trips people up
The general Chapter 2 domestication rules do not govern LLCs. Section 29-205.01(d)(3) expressly sends LLC domestication to the LLC-specific §§ 29-809.06 through 29-809.09, which use Articles rather than the general Statement of Domestication and have their own approval and effect language.
Appraisal is conditional. For conversion, a holder receives statutory appraisal only when the LLC's organic law would provide it for a comparable merger; organic rules or the plan may instead create contractual appraisal. The general Chapter 2 domestication-appraisal framework does not govern LLC domestication, and the LLC-specific provisions state no separate appraisal procedure. D.C. Code § 29-201.09, § 29-205.01(d)(3), and § 29-204.06(a)(9).
A designated series cannot independently convert or domesticate. The LLC itself must be the entity undertaking the transaction. D.C. Code § 29-802.06(o).
Common questions
May members approve without a meeting?
Yes. Section 29-804.07(d) permits action requiring member consent without a meeting and permits a signed proxy or agent appointment.
Can the filed conversion be withdrawn before it takes effect?
Yes. The general filing rule permits the parties to withdraw a filed record before effectiveness by filing a Statement of Withdrawal. D.C. Code § 29-102.04.
Does conversion erase a pending lawsuit or old obligation?
No. The result is the same entity, liabilities continue, and the new name may be substituted in a pending proceeding. D.C. Code § 29-204.06(a).
Statutes and sources
- D.C. Code §§ 29-101.02 and 29-102.01 to 29-102.05 — entity scope, signing, charges, effective time, withdrawal, and correction. Official Chapter 1 text (accessed September 8, 2026).
- D.C. Code §§ 29-201.03 to 29-201.09 and 29-204.01 to 29-205.01 — general transaction boundaries, appraisal, conversion, and the LLC- domestication carveout. Official Chapter 2 text (accessed September 8, 2026).
- D.C. Code §§ 29-801.07, 29-802.03, 29-802.06, 29-804.07, and 29-809.06 to 29-809.09 — operating agreement, member action, signing, series boundary, and LLC domestication. Official Chapter 8 text (accessed September 8, 2026).
- DLCP LLC fee table — current domestication filing line. Official fee table (accessed September 8, 2026).
Source links
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