LLC Conversion and Domestication Filing Requirements in New York

Short answer New York's current Limited Liability Company Law does not provide a direct statutory route for a domestic LLC to change entity type or governing jurisdiction by conversion, domestication, continuance, or transfer. Article 10 covers mergers and consolidations; its only provisions called conversion concern a partnership or limited partnership becoming an LLC, not an LLC changing into something else. This survey therefore has no direct-route plan, approval, filing, effective-time, continuity, or appraisal procedure to report for a New York LLC.

State

New York

Statute checked

September 6, 2026

Sources

2 statutes

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At a glance

Governing law, transaction names, and route scope	No direct LLC-output conversion or jurisdiction-change statute. Current LLC Law title has formation, management, dissolution, foreign-LLC, merger, and miscellaneous articles but no domestication/continuance/transfer article; Article 10's “conversion” is partnership/LP → LLC only (LLC Law §§ 1001-1007)
Entity-type conversion availability and eligible destination forms	No direct route for a domestic New York LLC to become a corporation, partnership, limited partnership, foreign LLC, or another entity type. Article 10 lists only the opposite inbound conversion: partnership or LP → LLC (LLC Law §§ 1006-1007)
Inbound/outbound domestication, continuance, and transfer	No statutory same-type inbound or outbound LLC domestication, continuance, transfer, or redomestication route in the complete current LLC Law title. Article 8 foreign registration is not a jurisdiction change (LLC Law title index, arts. 8, 10)
Destination-law reciprocity and regulated-entity limits	N/A No direct domestic-LLC entity-type or jurisdiction-change route, so the LLC Law states no destination-law reciprocity or regulated-entity condition for one (LLC Law title and art. 10 indexes)
Plan terms, interest conversion, and resulting governing documents	N/A No direct route and therefore no conversion/domestication plan contents for a domestic New York LLC (LLC Law title and art. 10 indexes)
Member approval, agreement control, classes/series, and new-liability consent	N/A No direct-route member/manager approval, class vote, written consent, or new-liability consent rule for a domestic New York LLC (LLC Law title and art. 10 indexes)
Conversion/domestication statements, companion filings, signer, and contents	N/A No articles, certificate, statement, companion formation filing, or signer rule for direct LLC-output conversion or interstate domestication (LLC Law title and art. 10 indexes)
Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance	N/A No direct-route effective-time, amendment, abandonment, withdrawal, good-standing, fee, or tax-clearance rule (LLC Law title and art. 10 indexes)
Entity, property, debt, proceeding, contract, interest, and registration continuity	N/A for a domestic LLC changing type or jurisdiction. Section 1007's conversion effect belongs only to the partnership/LP → LLC route identified by § 1006, not to an LLC-output transaction (LLC Law §§ 1006-1007)
Appraisal/dissent, alternative routes, and professional-advice boundaries	No direct-route appraisal/dissent rule because no direct route exists. Article 10 separately lists merger/consolidation and merger dissent; those alternative transactions and entity, tax, contract, licensing, creditor, valuation, and route advice are outside this survey (LLC Law §§ 1001-1007)

Requirements one by one

The current LLC Law contains no direct route

The complete current Limited Liability Company Law runs from its definitions and formation articles through management, membership, dissolution, foreign-LLC registration, mergers, miscellaneous rules, professional LLCs, and effective dates. It contains no article for an LLC's statutory domestication, continuance, transfer, redomestication, or direct conversion into another entity type. N.Y. Ltd. Liab. Co. Law title index.

Article 10 confirms the boundary. Sections 1001 through 1005 govern merger or consolidation and related dissent, while §§ 1006-1007 cover only “Conversion of partnership or limited partnership to limited liability company” and its effect. That is an inbound partnership-to-LLC rule, not authority for a New York LLC to change type or governing jurisdiction. N.Y. Ltd. Liab. Co. Law §§ 1001-1007.

Because there is no direct route, New York supplies none of this survey's direct-route plan terms, member or manager approvals, new-liability consents, conversion or domestication filings, effective-time or abandonment mechanics, fees or status attachments, continuity effects, or appraisal procedure for a domestic LLC. A merger, dissolution and new formation, asset transfer, or foreign registration is a different transaction and is not treated here as a substitute.

What trips people up

The word “conversion” does appear in Article 10, but its direction matters. It is a partnership or limited partnership becoming an LLC. Section 1007's effect therefore cannot be borrowed as a continuity rule for an LLC changing into a corporation, partnership, foreign LLC, or other entity.

Registering a foreign LLC under Article 8 lets that existing foreign entity do business in New York. It does not change the entity's governing jurisdiction and is not domestication or continuance.

Common questions

Can a New York LLC file a certificate of conversion into a corporation?

Not under the current LLC Law. Its complete title and Article 10 indexes list no LLC-output conversion certificate or procedure. N.Y. Ltd. Liab. Co. Law §§ 1001-1007.

Can a New York LLC domesticate into another state under New York law?

The current LLC Law lists no outbound domestication, continuance, transfer, or redomestication procedure for a domestic LLC. Whether a different transaction is available is outside this direct-route survey.

Does section 1006 provide the missing route?

No. Its title expressly limits conversion to a partnership or limited partnership becoming an LLC; it does not authorize an LLC to become another entity or move to another jurisdiction. N.Y. Ltd. Liab. Co. Law § 1006.

Statutes and sources

New York Limited Liability Company Law title index lists the complete current article structure and contains no direct LLC conversion, domestication, continuance, or transfer article. Accessed September 6, 2026.
N.Y. Ltd. Liab. Co. Law §§ 1001-1007 list Article 10's merger and consolidation provisions and its narrow inbound partnership-or-limited-partnership conversion provisions. Accessed September 6, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

N.Y. Ltd. Liab. Co. Law title index · accessed 2026-09-06

N.Y. Ltd. Liab. Co. Law §§ 1001-1007 (Article 10 index) · accessed 2026-09-06

This page is general legal information about state-law direct conversion and jurisdiction-change routes for an ordinary private limited liability company, not legal, tax, accounting, fiduciary, securities, creditor, licensing, financing, transaction, drafting, filing, or entity-choice advice. Availability and every approval and filing step depend on the complete current source and destination laws, LLC and owner status, purposes, governing documents, members, managers, classes and series, liability changes, plan, notices, votes and consents, filings, effective time, assets, debts, contracts, licenses, proceedings, jurisdictions, and transaction record. Statutory authorization, approval, continuity, or an accepted filing does not establish that a conversion, domestication, continuance, transfer, merger, dissolution, new formation, or registration is available, valid, advisable, tax-free, or recognized elsewhere; preserve a contract, license, permit, lien, financing, registration, qualification, or regulatory status; satisfy appraisal, securities, fiduciary, creditor, fraudulent-transfer, tax, accounting, or industry requirements; or replace another jurisdiction's filing or any third-party consent. Professional, nonprofit, benefit, public, foreign, regulated, insolvent, dissolved, reorganizing, series, and disputed entities may use different rules. Statutes, governing records, agency forms, fees, taxes, filings, entity status, and transaction facts change independently. Verified against the cited official sources on the date shown; confirm current law in every affected jurisdiction and the complete entity, ownership, liability, approval, filing, tax, contract, licensing, creditor, and transaction record and obtain licensed legal, tax, and accounting advice before approving, signing, filing, or relying on a change.

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