LLC Conversion and Domestication Filing Requirements in Georgia

At a glance

Requirements one by one

Four destination-specific conversion routes

Georgia has no single general conversion article for an LLC. A domestic LLC may elect to become a Georgia business corporation under O.C.G.A. §§ 14-2-1109.2, 14-2-122, and 14-2-123 or a Georgia limited partnership under O.C.G.A. §§ 14-9-206.2 and 14-9-1101. It may instead become a foreign LLC, foreign limited partnership, or foreign corporation under O.C.G.A. § 14-11-906 if destination law permits.

A foreign LLC may move inbound as a Georgia LLC under O.C.G.A. §§ 14-11-205, 14-11-206, 14-11-212, and 14-11-1101. Georgia calls both interstate directions conversion or election; it does not create a separately named domestication, continuance, transfer, or redomestication procedure.

Only the foreign-result route requires an internal plan. That plan states how membership interests become destination interests, shares, obligations, or other securities and may contain other terms. The domestic corporation, domestic LP, and inbound LLC routes instead put the interest-conversion mechanics in the certificate, destination articles, or written operating or partnership agreement. O.C.G.A. §§ 14-2-1109.2, 14-9-206.2, 14-11-212, and 14-11-906.

Member approval, written action, and dissent

For a Georgia corporation or LP result, all members approve unless applicable law or governing documents supply another sufficient method. A foreign-result plan uses unanimous consent unless the articles or written operating agreement provide otherwise. None of these conversion sections states a separate new-personal-liability consent requirement, so the destination's liability and governing documents must be read alongside the stated transaction approval. O.C.G.A. §§ 14-2-1109.2(a), 14-9-206.2(a), and 14-11-906(c).

Written action ordinarily requires every entitled member or manager. The articles or written operating agreement may permit the number that would carry the action at a meeting; a less-than-unanimous action triggers written notice to nonparticipants within 10 days, though nonnotice does not invalidate it. O.C.G.A. § 14-11-309.

Unless the articles or written operating agreement say otherwise, a record member may dissent and demand fair value when the LLC converts under the Georgia-corporation or foreign-result routes. The right-to-dissent list does not name the Georgia-LP or inbound-LLC election. Meeting notice carries the right and the entire dissent article; action without a vote triggers written notice and the statutory dissenters' notice. This page does not administer or value a claim. O.C.G.A. §§ 14-11-1002 and 14-11-1003.

Certificates, fees, timing, and abandonment

Every route uses a destination-specific certificate naming the source and result, jurisdiction, approval, later effective time, and interest-conversion mechanics. A Georgia corporation result attaches articles of incorporation, a Georgia LP result attaches its certificate, and an inbound Georgia LLC attaches articles of organization. O.C.G.A. §§ 14-2-1109.2(b), 14-9-206.2(b), and 14-11-212(b).

The foreign-result certificate also revokes the old registered agent's authority, irrevocably appoints the Secretary of State for preconversion obligations and dissent rights, supplies a process-mailing address, and promises address updates. An LLC-chapter filing may be signed by a member, qualifying manager, no-member organizer, or court fiduciary; the corporation- and LP-result conversion sections do not separately name the source LLC's individual signer. O.C.G.A. § 14-11-205 and § 14-11-906(g)-(h).

The statutory base fee is $95 for a Georgia-corporation result, foreign result, or inbound Georgia LLC election, and $80 for election into a Georgia limited partnership. Filing is effective when filed or at a later date and time, with a general 90-day cap. The exhaustive certificate lists do not require a general good-standing or tax-clearance attachment. O.C.G.A. §§ 14-2-122-.123, 14-9-1101, and 14-11-206, -1101.

For the foreign-result plan, the plan's abandonment procedure controls; otherwise unanimous members abandon before effectiveness unless the articles or written operating agreement provide another rule. O.C.G.A. § 14-11-906(d).

Continuity depends on destination

Georgia's domestic corporation and LP routes, and the inbound Georgia LLC route, expressly preserve the same continuing entity and original start date. Property, title, contract rights, debts, liabilities, claims, creditor rights, liens, and proceedings continue without transfer, while interests convert and destination governing records take over. The election is not dissolution. O.C.G.A. §§ 14-2-1109.2(c)-(d), 14-9-206.2(c)-(d), and 14-11-212(c)-(d).

The foreign-result route is different: its effect follows destination law and the plan, so Georgia does not independently promise the same continuity result. It preserves Georgia process for preconversion obligations and any dissent payment and requires separate foreign qualification if the result will transact business in Georgia and Title 14 requires authority. O.C.G.A. § 14-11-906(e)-(h).

What trips people up

An LLC moving to another state as an LLC uses “conversion,” not a separate Georgia domestication filing. The same label also covers a change to a foreign corporation or limited partnership.

The plan requirement is route-specific. A foreign-result conversion needs a plan; a Georgia corporation, Georgia LP, or inbound Georgia LLC uses an election and certificate architecture instead.

Georgia's broad same-entity continuity language belongs to the domestic-result and inbound-LLC statutes. Outbound foreign continuity is left to destination law and the plan.

Common questions

Can a Georgia LLC move directly to another state?

Yes, by conversion into a foreign LLC if that state's law permits the change. O.C.G.A. § 14-11-906(a).

May the operating agreement change the unanimous default?

Yes for the foreign-result plan: the articles or written operating agreement may provide otherwise. The Georgia corporation and LP routes likewise recognize another approval sufficient under governing documents or applicable law. O.C.G.A. §§ 14-2-1109.2(a), 14-9-206.2(a), and 14-11-906(c).

Does every route carry dissent rights?

No. The default dissent event names conversion under § 14-2-1109.2 or § 14-11-906, subject to the articles or written operating agreement. It does not list the Georgia-LP or inbound-LLC election. O.C.G.A. § 14-11-1002(a)(2).

Is continuity identical for a foreign result?

No. Georgia states detailed same-entity continuity for its domestic corporation, LP, and inbound LLC results, but § 14-11-906(e) leaves an outbound foreign result's effects to destination law and the plan.

Statutes and sources

• O.C.G.A. §§ 14-2-1109.2, 14-2-122, and 14-2-123 govern election into a Georgia business corporation, its filing, fee, timing, and continuity. Accessed September 6, 2026.
• O.C.G.A. §§ 14-9-206.2 and 14-9-1101 govern election into a Georgia limited partnership. Accessed September 6, 2026.
• O.C.G.A. §§ 14-11-205, -206, -212, -309, -906, -1002-.1003, and -1101 govern inbound and outbound LLC conversion, written action, filing, timing, fees, effects, and dissent rights. Accessed September 6, 2026.