LLC Conversion and Domestication Filing Requirements in Missouri
At a glance
| Governing law, transaction names, and route scope | Mo. Rev. Stat. § 351.408 governs an LLC's direct conversion into a Missouri corporation; current Chapter 347 supplies partnership→LLC conversion and LLC merger/consolidation, but no general LLC outbound conversion or domestication route |
|---|---|
| Entity-type conversion availability and eligible destination forms | Domestic LLC → Missouri business corporation only under the surveyed direct conversion statutes (§ 351.408(1)-(2)); no general direct LLC→partnership, LP, trust, foreign corporation, or other destination in current Chapter 347 |
| Inbound/outbound domestication, continuance, and transfer | No direct same-type inbound or outbound LLC domestication, continuance, or transfer provision in current Chapter 347; § 347.125 instead runs only from specified Missouri partnerships into a Missouri LLC |
| Destination-law reciprocity and regulated-entity limits | Result must be a Missouri corporation and satisfy Chapter 351; no foreign- destination reciprocity rule because § 351.408 does not authorize an outbound foreign result. Other or non-Missouri law may still require a different result (§ 351.408(2),(7)) |
| Plan terms, interest conversion, and resulting governing documents | No statutory plan; LLC files certificate plus Missouri articles of incorporation approved by the same authorization. Interests may become cash, property, corporation shares/rights/securities, another entity's interests/securities, or be cancelled (§ 351.408(2),(8),(10)) |
| Member approval, agreement control, classes/series, and new-liability consent | Approval follows the document, instrument, agreement, or other writing governing the LLC's internal affairs and business, or applicable law; the corporation's articles receive the same authorization. No separate new- owner-liability consent appears in § 351.408(8) |
| Conversion/domestication statements, companion filings, signer, and contents | Authorized person signs conversion certificate stating source creation date/jurisdiction, any immediately prior jurisdiction, source name, and new corporation name; separately file executed/acknowledged Missouri articles of incorporation (§§ 351.408(2)-(3),(9), 351.046) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Certificate base fee $53 plus separate articles fee; Chapter 351 may add $5 through Dec. 31, 2026. Filing or stated date ≤90 days; $5 correction route, but no conversion-specific amendment, abandonment, withdrawal, standing, or tax-clearance condition (§§ 351.048-.049, .127, .408, .658(15)) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Corporation is the same entity and preserves original existence date; property, rights, powers, debts, liabilities, duties, creditor rights, and liens continue without transfer, and no winding up/dissolution is required absent agreement or other law. Prior personal liability survives (§ 351.408(4)-(7)) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Section 351.408 supplies no express appraisal, dissent, or buyout right. This survey does not prescribe merger, dissolution/new formation, asset transfer, registration, tax, valuation, contract, licensing, creditor, or route advice |
Requirements one by one
The direct route ends at a Missouri corporation
Section 351.408 defines “other entity” to include an LLC and lets that entity become a corporation “of this state.” It does not authorize a Missouri LLC to become a foreign corporation or another unincorporated form. The LLC chapter's only conversion provision runs in the opposite direction, from specified Missouri partnerships into an LLC; its other transaction provisions govern merger and consolidation. Mo. Rev. Stat. § 351.408(1)-(4); Mo. Rev. Stat. Chapter 347 current transaction provisions.
The current LLC, general-partnership, and limited-partnership chapters contain no direct same-type LLC domestication, continuance, or transfer provision. Foreign registration and merger are not treated here as substitutes.
Approval follows the LLC's governing record or applicable law
Missouri does not prescribe a separate conversion plan for this route. Before filing, the LLC approves under the document, instrument, agreement, or other writing governing its internal affairs and business, or under applicable law. The same authorization approves the new corporation's articles. Mo. Rev. Stat. § 351.408(8).
The statute supplies no universal member percentage and no separate consent for a member acquiring personal liability. The complete governing record and applicable law therefore determine who approves.
Interests may become cash, property, corporation shares, rights or securities, another entity's interests or securities, or be cancelled. Mo. Rev. Stat. § 351.408(10).
Two public records complete the route
An authorized person signs the conversion certificate for the LLC. It states the LLC's creation date and jurisdiction, any immediately prior jurisdiction, the LLC's name, and the new Missouri corporation's name. Separately executed and acknowledged articles of incorporation accompany it. Mo. Rev. Stat. § 351.408(2)-(3),(9); Mo. Rev. Stat. § 351.046.
The certificate's statutory base fee is $53, apart from the articles fee. Chapter 351 also authorizes an additional $5 fee through December 31, 2026; that temporary authorization expires after that date. A document operates on filing or a stated date no later than the 90th day after filing. The chapter offers a $5 correction filing, but § 351.408 provides no conversion-specific plan amendment, abandonment, withdrawal, good-standing, or tax-clearance step. Mo. Rev. Stat. §§ 351.048-.049, 351.127, and 351.658(15).
Corporate form continues the same entity
The corporation is the same entity and keeps the LLC's original existence date. Property, rights, powers, debts, liabilities, duties, creditor rights, and liens remain with it and are not deemed transferred. Earlier obligations and personal liability remain unaffected. Unless otherwise agreed or required by non- Missouri law, no winding up, liability payment, asset distribution, or dissolution is required. Mo. Rev. Stat. § 351.408(5)-(10).
What trips people up
Missouri's corporation statute creates the LLC-to-corporation route; the LLC chapter does not contain a general outbound conversion article. Reading only Chapter 347 can therefore miss the narrow positive route, while reading only § 351.408 can suggest a broader destination set than its “corporation of this state” language permits.
The $5 technology-fee authority is temporary. Section 351.127 says it expires after December 31, 2026, while the $53 conversion-certificate base fee remains in § 351.658(15).
Section 351.408 contains no express appraisal, dissent, or statutory buyout right. This page does not infer that no other claim or contractual right could exist outside the conversion section.
Common questions
Can a Missouri LLC convert directly into a Missouri corporation?
Yes. Section 351.408 expressly includes an LLC within the entities that may convert into a Missouri corporation.
Can it use the same statute to become a foreign corporation?
No. The authorized result is a corporation “of this state.” The section's inclusion of a foreign corporation in “other entity” describes a possible source converting into Missouri, not a foreign destination.
Does the LLC have to dissolve first?
No. Unless otherwise agreed or required by non-Missouri law, the conversion is a continuation and does not require winding up or dissolution. Mo. Rev. Stat. § 351.408(7).
Statutes and sources
- Mo. Rev. Stat. § 351.408 provides the narrow LLC-to-Missouri-corporation route, approval, certificate, interest treatment, effect, and continuity. Accessed September 8, 2026.
- Mo. Rev. Stat. Chapter 347 is the complete current LLC chapter; its conversion provision runs from specified partnerships into an LLC, and its remaining direct transaction provisions are merger/consolidation provisions. Accessed September 8, 2026.
- Mo. Rev. Stat. Chapter 351 supplies filing execution, effective date, correction, the temporary additional-fee authority, and the conversion-certificate base fee. Accessed September 8, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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