LLC Conversion and Domestication Filing Requirements in Tennessee
At a glance
| Governing law, transaction names, and route scope | Tennessee Revised LLC Act §§ 48-249-703 to -704; “conversion” covers an eligible entity becoming a Tennessee LLC and a Tennessee LLC becoming another domestic or foreign entity, including same-type interstate LLC movement |
|---|---|
| Entity-type conversion availability and eligible destination forms | Domestic LLC → another domestic or foreign entity; “entity” includes LLC, corporation, unincorporated association, business/statutory trust, estate, GP/LLP, LP/LLLP, trust, joint venture, and listed governmental entities (§§ 48-249-102, -704) |
| Inbound/outbound domestication, continuance, and transfer | Foreign LLC → Tennessee LLC under § 48-249-703 and Tennessee LLC → foreign LLC under § 48-249-704; both are called conversion, with no separate ordinary domestication, continuance, or transfer filing in these sections |
| Destination-law reciprocity and regulated-entity limits | Foreign source/result law must permit the conversion and the foreign entity must comply with that law; a Tennessee result must be permitted by and comply with its other governing Tennessee law (§§ 48-249-703(g), -704(b)) |
| Plan terms, interest conversion, and resulting governing documents | No separate statutory plan or plan contents in §§ 48-249-703 to -704; interests may become cash, property, rights, securities, or interests in the result/another entity, or be cancelled. A domestic result files its required formation document (§§ 48-249-703(i), -704(a),(e)) |
| Member approval, agreement control, classes/series, and new-liability consent | Default: majority managers for manager-managed LLC or majority directors for director-managed LLC, plus majority members; “majority” follows per- capita or LLC-document voting interests. Any holder becoming a partner or LP general partner also approves (§§ 48-249-102, -205(a), -704(c)) |
| Conversion/domestication statements, companion filings, signer, and contents | Authorized representative signs certificate stating current/original LLC name, original filing date, result name/type/jurisdiction, approval, any future time, and foreign-result service consent/address; attach the required Tennessee formation document for a domestic result (§§ 48-249-704(a),(f), 48-249-1005(f)-(g); SS-4269) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | $20 certificate plus any companion filing fee; filing controls unless the certificate states a future date/time. The conversion sections state no separate plan-amendment, abandonment, withdrawal, good-standing, or tax- clearance condition (§§ 48-249-704(f), 48-249-1007(a); SS-4269) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Result is the same entity; property, rights, powers, debts, liabilities, obligations, creditor rights, liens, and pending proceedings continue without a transfer; no winding up or dissolution. Preconversion personal liability and governing law remain for earlier matters (§ 48-249-704(d), (g)-(h)) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Appraisal rights exist only if supplied by the LLC documents or an agreement/plan (§ 48-249-706); no statutory valuation procedure is supplied here. Merger, dissolution/new formation, registration, tax, valuation, contract, licensing, creditor, and route advice remain outside this survey |
Requirements one by one
Tennessee uses conversion for both kinds of change
The Revised LLC Act permits a Tennessee LLC to become another domestic or foreign entity. Its broad entity definition includes LLCs as well as corporations, partnerships, trusts, associations, and other listed forms, so the same section reaches both a type change and an outbound LLC-to-LLC jurisdiction change. Tenn. Code Ann. §§ 48-249-102 and 48-249-704(a).
The inbound provision works in the other direction: any eligible entity, including a foreign LLC, may become a Tennessee LLC. Foreign source law must permit the transaction and the source must comply with that law. Tennessee calls both directions conversion rather than creating a separate ordinary domestication or continuance route. Tenn. Code Ann. § 48-249-703(a),(g).
Approval and interest treatment precede the certificate
A manager-managed LLC defaults to majority-manager approval, a director-managed LLC defaults to majority-director approval, and every management form also requires a majority of members. “Majority vote” means a per-capita majority unless the LLC documents use a different voting-interest measure. The chapter generally yields to the LLC documents except for its nonwaivable rules. Tenn. Code Ann. §§ 48-249-102 and 48-249-704(c). Tenn. Code Ann. § 48-249-205(a).
If the result is a partnership, each holder who will become a partner must also approve; if it is an LP, each holder who will become a general partner must do so. Tenn. Code Ann. § 48-249-704(b)-(c).
Sections 48-249-703 and 48-249-704 do not prescribe a separate conversion plan or its contents. They do permit LLC interests to become cash, property, rights, securities, or interests in the result or another entity, or to be cancelled. Tenn. Code Ann. § 48-249-704(e).
The certificate identifies the transaction
The certificate states the current and original LLC names, original filing date, result name, type and jurisdiction, approval, and any future effective time. For a foreign result it also gives the service consent and mailing address for earlier obligations. A Tennessee result adds the formation document required by the law governing that entity. Tenn. Code Ann. § 48-249-704(a),(f).
An authorized representative of the filer executes and signs the record and states the signer's name and capacity. The current SS-4269 follows those fields and lists a $20 certificate fee; destination formation or qualification filings carry their own fees. Tenn. Code Ann. § 48-249-1005(f)-(g); Tenn. Code Ann. § 48-249-1007(a); SS-4269.
Effect and continuity are statutory
The filing controls unless the certificate states a future date or time. The conversion sections do not add a plan-amendment, abandonment, withdrawal, good-standing, or tax-clearance condition. Tenn. Code Ann. § 48-249-704(f).
The result is the same entity. Property, rights, powers, debts, liabilities, creditor rights, liens, and pending proceedings remain with it without a statutory transfer, and the LLC need not wind up. Earlier personal liability and the law governing earlier matters remain unaffected. Tenn. Code Ann. § 48-249-704(d),(g)-(h).
What trips people up
Tennessee does not reserve “conversion” for a change of entity type. Because the definition of entity includes an LLC and the statute permits a foreign source or result, §§ 48-249-703 and -704 also carry an LLC's direct interstate move.
The default vote has two layers for a manager- or director-managed LLC: the applicable managers or directors vote, and members also vote. A partnership result adds individual approval from every holder who will become a partner or general partner. Tenn. Code Ann. § 48-249-704(c).
Appraisal rights are contractual. The LLC documents or an agreement or plan may create them for a conversion, but § 48-249-706 does not provide a separate statutory valuation procedure.
Common questions
Can a Tennessee LLC become a Tennessee corporation directly?
Yes. Section 48-249-704(b) expressly authorizes an LLC to convert to a corporation under the Tennessee Business Corporation Act even though that Act does not independently say so.
Does an outbound conversion erase old LLC debts?
No. Earlier debts, liabilities, obligations, liens, and creditor rights remain attached to the resulting entity. Tenn. Code Ann. § 48-249-704(g)-(h).
Is there a separate Tennessee LLC-domestication form?
The operative LLC provisions and current SS-4269 call the transaction a conversion. A foreign result must also satisfy its destination law and any destination filing requirements.
Statutes and sources
- Tenn. Code Ann. §§ 48-249-102, -205, -703 to -704, -706, and -1007 were enacted in the Revised LLC Act and provide the definitions, route, default rules, filing fee, effect, continuity, and contractual-appraisal rule. Accessed September 8, 2026 and checked against the current release-76 Title 48 text and later official acts.
- 2006 Tenn. Pub. Acts ch. 620 supplies the current destination-law and approval language in § 48-249-704. Accessed September 8, 2026.
- 2020 Tenn. Pub. Acts ch. 719 supplies the current execution and signature language in § 48-249-1005. Accessed September 8, 2026.
- Tennessee Secretary of State Form SS-4269 confirms the certificate fields, foreign-result service statement, signature block, and $20 fee. Accessed September 8, 2026.
- Tennessee Secretary of State Business Forms and Fees lists the current LLC conversion packages and their companion-form fees. Accessed September 8, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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