LLC Conversion and Domestication Filing Requirements in Kentucky
At a glance
| Governing law, transaction names, and route scope | Destination-specific statutes govern direct LLC conversion: KRS 275.372 and 362.2-952 to -955 for limited partnership; § 362.1-903(2) for limited liability partnership; §§ 386A.7-060 to -070 for statutory trust |
|---|---|
| Entity-type conversion availability and eligible destination forms | Direct domestic destinations are limited partnership, limited liability partnership, and statutory trust. Current Chapter 275 states no LLC-to-corporation conversion; nonprofit LLC cannot use the statutory-trust route (§§ 275.372; 362.1-903(2); 362.2-952(4); 386A.7-060(1)) |
| Inbound/outbound domestication, continuance, and transfer | No direct outbound Kentucky-LLC-to-foreign-LLC or inbound foreign-LLC-to-Kentucky-LLC domestication, continuance, or transfer provision in the complete current Chapter 275 scheme; foreign qualification and merger are different transactions (Chapter 275 index) |
| Destination-law reciprocity and regulated-entity limits | All identified destinations are Kentucky entities, so no destination-jurisdiction reciprocity rule applies. Statutory-trust route excludes a nonprofit LLC; specialized professional, regulated, and licensing requirements remain outside (§ 386A.7-060(1)) |
| Plan terms, interest conversion, and resulting governing documents | LP: record plan gives before/after names, terms, interest conversion into money/LP interests/other consideration, and destination documents. LLP and trust sections require approved terms; trust filing launches its governing instrument, while LLP files qualification (§§ 362.2-952(5), -955(2)(d); 362.1-903(2); 386A.7-060) |
| Member approval, agreement control, classes/series, and new-liability consent | All members approve each route notwithstanding operating agreement; no lower agreement threshold, class/series rule, or separate written-consent process. Unanimity also supplies consent to destination general-partner liability for LLP/ordinary LP results (§§ 275.372(4); 362.1-903(2)(b), (e); 362.2-955(4); 386A.7-060(2)(b)) |
| Conversion/domestication statements, companion filings, signer, and contents | LP: destination certificate plus conversion, predecessor, jurisdiction, and approval statements. LLP: statement of qualification plus predecessor/conversion statements. Trust: certificate of trust plus conversion, former name/form, and approval. Authorized representative executes; LLC articles cancel for trust result (§§ 14A.2-020; 362.1-903(2)(c); 362.2-954(1); 386A.7-060(3), (6)) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Destination filing controls effect; delay through day 90, with pre-effect withdrawal and same-fee charge. Current SOS fee schedule: $40 LP certificate or LLP qualification; $15 trust declaration listing. No conversion-specific amendment, abandonment, good-standing, or tax-clearance rule stated (§§ 14A.2-070 to -080; current SOS fee schedule) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | LP and trust results are same entity; property/contract rights, privileges, obligations, and proceedings continue, and destination documents bind owners. LLP section preserves preconversion LLC liability status and applies general-partner liability after effect; it states no equally broad continuity list (§§ 362.1-903(2)(e); 362.2-955; 386A.7-070) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | No conversion-specific appraisal or dissent procedure in the identified LLC-source sections; unanimity is required. Merger, dissolution/formation, asset transfer, foreign registration, tax, valuation, and route advice remain outside (§§ 275.372; 362.1-903(2); 362.2-952 to -955; 386A.7-060 to -070) |
Requirements one by one
Three destination-specific routes replace a general conversion act
Kentucky sends an LLC to separate statutes for conversion into a limited partnership, limited liability partnership, or statutory trust. Every route requires all members' approval notwithstanding the operating agreement. KRS §§ 275.372(4), 362.1-903(2), and 386A.7-060(2)(b).
The limited-partnership route alone requires a plan in a record. It names the LLC and resulting limited partnership, supplies the terms and interest-treatment mechanics, and includes the destination organizational documents. KRS § 362.2-952(4)-(5).
Each destination has its own filing
For a limited partnership, the LLC files the destination certificate with the conversion, predecessor identity and jurisdiction, and approval statements. For an LLP, it files a statement of qualification adding the predecessor name and conversion statement. For a statutory trust, the certificate gives the former name and form and approval statement; the LLC articles cancel at effect. KRS §§ 362.2-954 and 362.1-903(2)(c). KRS § 386A.7-060(1)-(3), (6), (8) governs the trust route. An authorized LLC representative executes the filing under KRS § 14A.2-020(1)(b).
The destination filing takes effect when filed or at a stated time through day 90. A delayed filing may be withdrawn before effect, accompanied by the same fee as the original filing. KRS § 14A.2-070(1)-(2) controls timing. KRS § 14A.2-080(1)-(5) controls withdrawal.
Continuity and owner liability depend on the destination
The limited-partnership and statutory-trust effect statutes preserve the same entity, property and contract rights, obligations, proceedings, and binding destination governing records. A person becoming a general partner of an ordinary limited partnership is personally liable only for obligations incurred after conversion. KRS § 362.2-955 governs the limited-partnership result. KRS § 386A.7-070 governs the statutory-trust result.
The LLP section is narrower: it preserves member-status liability for an LLC obligation incurred before effect, then applies general-partner liability to postconversion obligations subject to KRS 362.1-306. KRS § 362.1-903(2)(e).
What trips people up
Kentucky has no one-size-fits-all conversion filing. The destination form controls the governing statute, filing name, contents, continuity language, and fee. The Secretary's current schedule lists $40 for a limited-partnership certificate or LLP statement of qualification and $15 for the statutory-trust declaration filing.
The conversion titles do not create LLC domestication. The complete current Chapter 275 index lists inbound conversion-to-LLC provisions and the two LLC-source partnership routes, but no same-type interstate LLC domestication, continuance, or transfer. Foreign registration and merger are not substitutes within this survey. KRS Chapter 275 index (§§ 275.005-.540).
Common questions
May the operating agreement reduce the unanimous vote?
No. Each LLC-source route says all members approve notwithstanding a contrary operating-agreement term.
When does new general-partner liability begin?
For an LLP or ordinary limited-partnership result, the cited sections preserve LLC liability treatment for preconversion obligations and apply general-partner liability only to postconversion obligations, subject to the destination law.
Does a delayed filing have to take effect on day 90?
No. It may state an earlier date and time. A date beyond day 90 is pulled back to day 90 by KRS 14A.2-070(2).
Statutes and sources
- KRS §§ 275.372 and 362.2-952 to -955 — LLC-to-limited-partnership route, plan, filing, effect, continuity, and liability (official LRC; accessed September 8, 2026).
- KRS § 362.1-903(2) — LLC-to-LLP approval, qualification filing, effect, and liability (official LRC; accessed September 8, 2026).
- KRS §§ 386A.7-060 to -070 — LLC-to-statutory-trust approval, filing, cancellation, effect, and continuity (official LRC; accessed September 8, 2026).
- KRS §§ 14A.2-020, -070 to -080 and the Secretary of State fee schedule — execution, timing, withdrawal, and current fees (accessed September 8, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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