LLC Conversion and Domestication Filing Requirements in Oregon
At a glance
| Governing law, transaction names, and route scope | ORS 63.467-.479 call the direct route conversion; it covers Oregon-LLC type changes, an Oregon LLC becoming a foreign business entity, and a qualifying foreign entity becoming an Oregon LLC |
|---|---|
| Entity-type conversion availability and eligible destination forms | Eligible business entities are for-profit professional/business corporations, LLCs, qualifying partnerships, limited partnerships, and cooperatives; an Oregon destination's own statute must permit conversion (§§ 63.467(1), 63.470(1)) |
| Inbound/outbound domestication, continuance, and transfer | Same-type interstate LLC movement is available under the conversion label: Oregon LLC to foreign LLC and foreign LLC to Oregon LLC; Chapter 63 states no separate domestication, continuance, or transfer label (§§ 63.467(1)(a)(C), 63.470(1)-(2)) |
| Destination-law reciprocity and regulated-entity limits | Other-jurisdiction law must permit the conversion and its requirements must be met; an Oregon result also depends on the destination form's statute. Nonprofit corporations, business trusts, and unincorporated associations are outside this conversion definition (§§ 63.467(1), 63.470(1)-(2)) |
| Plan terms, interest conversion, and resulting governing documents | Plan states before/after names and types, material terms, owner-interest conversion into interests/obligations/cash/property, and destination organizational-document information; other provisions allowed (§ 63.470(3)-(4)) |
| Member approval, agreement control, classes/series, and new-liability consent | Majority vote of members; articles or operating agreement may require a greater vote. No separate Chapter 63 new-liability consent; destination law can add requirements, and postconversion liability follows the new law (§§ 63.470(2)(e), 63.473(1)(a), 63.479(1)(f)) |
| Conversion/domestication statements, companion filings, signer, and contents | File articles naming the before/after entities plus the plan or an office-address/free-copy declaration. Section 63.004 supplies document, form, fee, executor-identity/capacity, and perjury-declaration rules (§§ 63.004, 63.476(1)) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Effect is the later of Oregon filing time and the other entity statute; delayed effect capped at day 90. Before filing, plan procedure or managers may abandon, subject to contract rights. Final-entity fee: $100 domestic/$275 foreign (§§ 63.011, .473(2), .476(2); SOS schedule) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity continues; property title remains vested; contractual, tort, statutory, and administrative obligations continue; proceedings continue or substitute; interests convert under plan; pre/post liabilities follow the applicable law (§ 63.479(1)) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | LLC members receive only plan-provided rights; Chapter 63 supplies no separate conversion appraisal/dissent right. Merger, dissolution/formation, asset transfer, registration, tax, valuation, and route advice remain outside (§ 63.479(2)(a)) |
Requirements one by one
Oregon uses conversion for type and jurisdiction changes
The same Chapter 63 route covers an Oregon LLC becoming another Oregon form, an Oregon LLC becoming a foreign business entity, and a qualifying foreign entity becoming an Oregon LLC. The eligible forms are confined to the “business entity” list in ORS § 63.467(1)-(3), and the relevant Oregon or foreign law must permit the transaction. ORS § 63.470.
For an outbound foreign result that will keep transacting business in Oregon, the converted entity must also apply for Oregon authority and satisfy the authorization rules for its new form. ORS § 63.470(2)(d)-(e).
The plan and vote
The plan names the before-and-after entities, summarizes material terms, explains how owner interests convert into interests, obligations, cash, or property, and supplies information the destination organizational document requires. ORS § 63.470(3).
An ordinary LLC plan passes by majority vote of the members. The articles or operating agreement may raise, but not lower, that threshold. Before articles are filed, the plan's procedure—or the managers if the plan is silent—may abandon the conversion without another member action, subject to contract rights. ORS § 63.473.
Filing, fee, and effective time
Articles of conversion identify the before-and-after names and entity types. The filer also submits either the plan or a declaration giving the address where the plan is kept and promising any owner a free copy. ORS § 63.476.
The current fee follows the resulting entity: $100 for a domestic result and $275 for a foreign result. A delayed filed record cannot take effect later than day 90, and conversion waits until the later of Oregon's filing time and the other entity statute's time. General execution and signer-identity rules come from ORS §§ 63.004 and 63.011; ORS § 63.476; current Secretary fee schedule.
Continuity and owner rights
The entity continues rather than dissolving and reforming. Property title stays vested, obligations continue, proceedings continue or substitute the converted entity, and interests change under the plan. Owner liability follows the law applicable before or after conversion for the corresponding obligations. ORS § 63.479(1).
For an LLC conversion, members receive only the rights provided in the plan; the statute does not add a separate appraisal or dissent route. ORS § 63.479(2)(a).
What trips people up
A majority member vote under Oregon law does not by itself finish a foreign conversion. Destination law must permit the route, and the LLC must comply with that law's additional requirements. ORS § 63.470(2)(a), (e).
Common questions
Must the full plan become public?
Not necessarily. A declaration may replace the filed plan if it identifies the plan's office address and promises every owner a free copy on request. ORS § 63.476(1)(b).
Does an assumed business name continue?
Usually, unless the result is a partnership. A partnership result requires the converting entity to amend or cancel the registration and the partners to register the name. ORS § 63.479(1)(h).
Can the operating agreement require unanimity?
Yes. The statutory baseline is a member-majority vote, but the operating agreement or articles may require a greater vote. ORS § 63.473(1)(a).
Statutes and sources
- ORS §§ 63.467-.479, 63.004, and 63.011 — eligible entities, conversion authority, plan, approval, filing, effective time, continuity, owner rights, and filing mechanics (official Oregon Legislature; accessed September 8, 2026).
- Oregon Secretary of State Business Registry Fee Schedule — current domestic- and foreign-result conversion fees (accessed September 8, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Oregon law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Oregon law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace