LLC Conversion and Domestication Filing Requirements in Indiana

At a glance

Requirements one by one

Conversion changes type; domestication changes jurisdiction

An Indiana LLC may use conversion to become a domestic entity of a different type or, when the foreign law authorizes, a foreign entity of a different type. The chapter excludes the specified mutual-insurer stock transaction and conversions to or from a nonprofit. IC 23-0.6-4-1.

Domestication is the same-type jurisdiction route. It lets an Indiana LLC become a foreign LLC when destination law authorizes and lets an authorized foreign LLC become an Indiana LLC. IC 23-0.6-5-1.

Other law remains applicable. An entity that must notify or obtain approval from an Indiana agency or officer for merger must do the same for conversion or domestication. IC 23-0.6-1-2 to IC 23-0.6-1-3.

Both routes begin with a record-form plan

Each plan identifies the source and result and states how interests become interests, securities, obligations, acquisition rights, money, or other property. It also supplies the proposed public record, the full record-form private organic rules, other transaction terms, and any other provision required by Indiana law or the source entity's organic rules. The conversion plan identifies both entity types; the domestication plan identifies the new jurisdiction. IC 23-0.6-4-2; IC 23-0.6-5-2.

Approval follows a cascade. The operating agreement or other organic rules control if they address the transaction; otherwise the LLC's merger-approval law and rules apply as if the transaction were a merger. Only if neither conversion/domestication nor merger approval is supplied do all interest holders entitled to vote or consent on any matter approve. IC 23-0.6-4-3; IC 23-0.6-5-3. Unanimous holder approval satisfies the article unless the organic law or rules provide otherwise. IC 23-0.6-1-7.

Each holder who would acquire post-transaction personal liability separately consents in a record, unless the noncorporate entity's record-form rules permit fewer-than-all approval and the holder accepted that provision in the manner the statute specifies. IC 23-0.6-4-3; IC 23-0.6-5-3.

Signed articles carry the public transaction

Entity-signed articles identify the source and result, state approval and any delayed effective time, attach the domestic result's public organic record, and give a foreign result's process address. A signed plan containing all required article fields may be filed instead. IC 23-0.6-4-5; IC 23-0.6-5-5.

Either route costs $20 electronically or $30 otherwise. A destination public organic record has its separate filing requirements and fee. IC 23-0.5-9-49 to IC 23-0.5-9-52.

Amendment, abandonment, and continuity track each other

Each plan may specify amendment mechanics, but a holder keeps approval over a change to consideration, the resulting organic records or rules, or another materially adverse term. Before effect the plan may be abandoned under its terms or the original approval method; after filing, signed articles of abandonment must arrive before effectiveness. IC 23-0.6-4-4; IC 23-0.6-5-4.

Articles take effect on filing or at a stated time no more than 90 days later. A foreign result waits until both the foreign organic law and the Indiana articles are effective. IC 23-0.6-4-5; IC 23-0.6-5-5.

For either route, the result is the same entity without interruption. Property stays vested, debts and liabilities continue, proceedings continue or use the result name, the new organic records and interest conversion take effect, and the transaction does not require winding up or cause dissolution. Earlier owner liability survives, while a newly liable holder answers only for later obligations. IC 23-0.6-4-6; IC 23-0.6-5-6.

What trips people up

The route name depends on what changes. A change of entity type is conversion; an LLC-to-LLC move between jurisdictions is domestication.

The approval rule is not a universal majority or unanimity rule. It starts with the LLC's own organic rules, then uses merger approval, and reaches all holders only if neither source provides a procedure. New personal liability has its own record-consent overlay.

Appraisal is derivative or contractual. A merger-based right under the LLC's organic law carries into these transactions, and organic rules or the plan may create contractual appraisal rights. If LLC law supplies no procedure, the corporate appraisal chapter applies only to the extent practicable. IC 23-0.6-1-8.

Common questions

Can an Indiana LLC become an Indiana corporation directly?

Yes. Conversion permits a domestic entity to become a domestic entity of a different type, subject to the complete plan, approval, and filing rules. IC 23-0.6-4-1.

Can an Indiana LLC move to another state while remaining an LLC?

Yes, if the other state's law authorizes the domestication. Indiana calls that same-type jurisdiction change domestication. IC 23-0.6-5-1.

Does continuity guarantee that a contract or license follows?

No. The statute continues the entity, property, liabilities, and proceedings, but expressly leaves other law applicable and does not override a contract or independently establish licensing, permit, tax, or registration treatment.

Statutes and sources

• IC 23-0.6-1 preserves other law and supplies the unanimity and appraisal overlays. Accessed September 8, 2026.
• IC 23-0.6-4 governs conversion plans, approval, articles, timing, effect, continuity, and liability. Accessed September 8, 2026.
• IC 23-0.6-5 provides the parallel rules for same-type domestication. Accessed September 8, 2026.
• IC 23-0.5-9 states the electronic and other filing fees for both articles and both abandonment filings. Accessed September 8, 2026.