LLC Conversion and Domestication Filing Requirements in Illinois

At a glance

Requirements one by one

Two direct routes and two plans

Illinois uses “conversion” for a change from an LLC into a different type. The listed entity types are business, medical, nonprofit, and professional-service corporations; general and limited partnerships and their limited-liability forms; and LLCs. A foreign result requires its jurisdiction's authorization. 805 ILCS 415/102-109 and 201-203.

The same-type interstate move is “domestication.” An Illinois LLC may become a foreign LLC, and a foreign LLC may become an Illinois LLC, only when the foreign jurisdiction authorizes the transaction. 805 ILCS 415/301-303; 805 ILCS 180/37-10, 37-21, and 37-36.

Each route requires a record-form plan stating the before-and-after names, types, and result jurisdiction; interest conversion and consideration; the destination public organic document; the full private organic rules proposed in a record; and other terms required by Illinois law or the source rules. A plan may use external facts when it states how they operate, and the entity retains the plan under its records policy. 805 ILCS 415/107, 202, and 302.

Approval and appraisal boundaries

The operating agreement's conversion or domestication procedure controls first. If it has none, the Entity Omnibus Act imports the LLC's organic-law and operating-agreement merger rules. The statutory merger default requires consent from all members; unanimous vote or consent also independently satisfies the Entity Omnibus Act unless the organic law or rules say otherwise. Neither default adds a separate manager or class vote. 805 ILCS 415/108, 203, and 303; 805 ILCS 180/37-21.

Conversion strictly requires record approval from each holder who will acquire post-transaction interest-holder liability. Domestication has a narrower exception: an LLC may use a recorded operating-agreement provision allowing fewer than all if the affected holder accepted that provision or joined after its adoption. 805 ILCS 415/203 and 303.

The Entity Omnibus Act carries merger-based appraisal rights only when the entity's organic law supplies them and separately honors contractual rights in the operating agreement or plan. Current LLC Act Article 37 provides no member appraisal right for an LLC merger, so an ordinary Illinois LLC relies on the contractual branch; Business Corporation Act § 11.65 supplies procedure as practicable when the LLC law does not. This page does not administer or value a claim. 805 ILCS 415/109.

Statements, timing, fees, and abandonment

An authorized signer files a statement of conversion identifying both entities and their types, reciting approval, stating any delayed date and time, and attaching the signed destination public organic document or an Illinois LLP qualification statement when applicable. Domestication also states both jurisdictions and gives an Illinois process address for an unqualified foreign result. 805 ILCS 415/205 and 305.

Each statement costs $100. Conversion may take effect on filing or at a stated date and time no more than 90 days later; domestication uses the same choice but caps delay at 30 days. The exhaustive lists do not require a general good-standing or tax-clearance attachment. 805 ILCS 415/205, 305, and 401.

The plan may prescribe amendment and abandonment. Otherwise, the original approval method applies, and specified adverse amendments return to affected interest holders. After filing but before effectiveness, a signed abandonment statement must be filed; its fee is $100, while the statute lists $150 for a statement of amendments. 805 ILCS 415/204-206, 304-306, and 401.

Continuity and the other-law boundary

At effectiveness, the result is the same entity without interruption. Property remains vested, liabilities and rights continue subject to other law and the plan, the new name may substitute in a pending proceeding, public and recorded private organic rules bind, and interests convert under the plan. No winding up or dissolution occurs. New and former holder liability, service on a foreign result, and cancellation of an inbound foreign entity's old Illinois qualification are separately preserved. 805 ILCS 415/204-206 and 304-306.

The Entity Omnibus Act does not override other law. Governmental approvals that would be required for a merger also apply, and charitable property remains protected. Another lawful structure may sometimes produce the same result, but merger, dissolution and formation, asset transfer, foreign registration, and tax election are outside this direct-route survey. 805 ILCS 415/102-109.

What trips people up

Conversion changes type; domestication changes jurisdiction without changing type. That distinction also changes the maximum delayed effective date: 90 days for conversion and 30 days for domestication.

The operating agreement must be read twice. Its transaction-approval procedure can displace the imported all-member merger default, and its treatment of new personal liability affects domestication differently from conversion.

The continuity rule is not a promise that tax treatment, contracts, licenses, permits, lender consents, securities rules, creditor rights, or foreign qualification will remain unchanged.

Common questions

Can an Illinois LLC move directly to another state?

Yes, by domestication as the same entity type if the destination law authorizes the transaction. 805 ILCS 415/301(a).

Must every member approve?

The operating agreement's conversion or domestication rule controls first. If there is none, the imported LLC merger default requires all-member consent. A newly liable holder also faces the separate record-consent rule. 805 ILCS 415/203 and 303; 805 ILCS 180/37-21.

Are the filing deadlines the same for both routes?

No. Both may use a delayed date and time, but the conversion statement may delay no more than 90 days and the domestication statement no more than 30 days. 805 ILCS 415/205(b)(3) and 305(b)(3).

Does an LLC member automatically receive appraisal rights?

No. The Entity Omnibus Act first looks for merger appraisal rights in the LLC's organic law; current LLC Act Article 37 supplies none. Contractual appraisal rights may instead appear in the operating agreement or plan. 805 ILCS 415/109.

Statutes and sources

• 805 ILCS 415/102-109 define the routes and entity forms and govern other-law limits, regulatory approvals, external facts, unanimous approval, and appraisal. Accessed September 6, 2026.
• 805 ILCS 180/37-10, 37-21, and 37-36 route LLC conversions and domestications to the Entity Omnibus Act and supply the imported merger approval rules. Accessed September 6, 2026.
• 805 ILCS 415/201-206 govern conversion authority, plan, approval, amendment, abandonment, filing, timing, and effects. Accessed September 6, 2026.
• 805 ILCS 415/301-306 govern inbound and outbound domestication. Accessed September 6, 2026.
• 805 ILCS 415/401 states the current transaction filing fees. Accessed September 6, 2026.