LLC Conversion and Domestication Filing Requirements in Virginia

At a glance

Requirements one by one

Virginia separates conversion from domestication

Article 15 limits a domestic LLC's entity conversion to a Virginia stock corporation or Virginia business trust. The plan must preserve each membership interest's ownership proportion and relative rights, preferences, and limitations while stating how interests become shares or beneficial interests. Va. Code §§ 13.1-1082(A) and 13.1-1083(A).

Article 14 separately defines domestication to include both an inbound foreign LLC becoming domestic and a domestic LLC moving to another jurisdiction, even if that jurisdiction uses another name. Origin law must authorize an inbound move. An outbound Virginia LLC cannot be one that law requires to remain domestic, and the destination must allow the transaction. Va. Code §§ 13.1-1074 to -1075.

The official compilation also displays a future version of § 13.1-1082 effective January 1, 2027. It leaves subsection A's domestic-LLC conversion destinations unchanged and revises only the separate, excluded nonstock-corporation-to-LLC cross-reference.

The plans preserve ownership proportions

A domestication plan names the origin and destination, states the terms, and—for an inbound move—attaches restated Virginia articles. Its terms may not alter the owners' proportions or relative rights, preferences, and limitations. The plan may authorize member amendment before effectiveness. Va. Code § 13.1-1075(C)- (E).

An entity-conversion plan states the intended stock-corporation or business- trust result, conversion terms, proportion-preserving treatment of interests, and the full result articles. It may authorize amendment before effectiveness, but an adverse postsubmission change needs renewed member approval. Va. Code § 13.1-1083(A).

Governing documents set the approval method

For both routes, the articles or a written operating agreement may provide the approval method. Otherwise, members use the agreement's member-amendment method or, if none exists, all members approve. A memberless conversion instead uses a majority of the managers named in the articles or, if there are none, a majority of organizers. Va. Code §§ 13.1-1076 and 13.1-1084(A).

Section 13.1-1022 permits written or electronic consent using the votes needed at a meeting unless the governing records provide otherwise, and lets those records create member classes or groups. The conversion and domestication provisions do not impose a separate consent solely because an owner might acquire liability.

Each direction has its own filing

Entity conversion uses articles stating the LLC and result identity and history, the complete plan and result articles, the approval date, and an approval recital. Va. Code § 13.1-1085(A).

Inbound domestication articles state the identity and history, complete plan and restated Virginia articles, and origin-law permission and compliance. Outbound articles of organization surrender state the destination, plan and approval, surrender of Virginia organization, process appointment, mailing address, and future-address commitment. A former Virginia LLC continuing business here must register within 30 days after surrender becomes effective. Va. Code §§ 13.1-1077 to -1078.

The signature rule permits an authorized manager or management delegate, a fallback member, an organizer for a qualifying memberless company, or a court- appointed fiduciary to sign. Va. Code § 13.1-1003(F)-(G).

Effective time, fees, amendment, and abandonment

An SCC certificate ordinarily takes effect when issued. Filed articles may set a later time or date, capped at 11:59 p.m. on the fifteenth day after issuance. Va. Code § 13.1-1004(D).

Inbound domestication and LLC-to-business-trust conversion each cost $100. Outbound organization surrender costs $25, and LLC-to-stock-corporation conversion costs $25 plus the separate charter fee. Va. Code § 13.1-1005.

Each route allows abandonment before effectiveness under plan procedures or a specified vote. If articles are already filed, a signed statement must reach the SCC before the certificate takes effect. Va. Code §§ 13.1-1080 and 13.1-1087.

Continuity depends on direction

For entity conversion and inbound domestication, title and property remain with the result, liabilities remain, and proceedings continue. The result is the same entity without interruption and keeps the original formation date; prior owner liability is not released. Va. Code §§ 13.1-1079 and 13.1-1086.

For outbound domestication, destination law governs the effect and Virginia LLC status ends when the surrender certificate takes effect. The statute does not independently promise continuity for contracts, licenses, permits, tax treatment, or foreign qualification. Va. Code §§ 13.1-1075(B) and 13.1-1078(C)-(D).

What trips people up

Conversion and domestication are not interchangeable labels here. Conversion changes a Virginia LLC into one of two domestic entity forms; domestication moves an LLC between jurisdictions without changing it into a corporation or trust.

The filing fee depends on the direction and result. The $25 conversion charge applies to an LLC becoming a stock corporation and excludes its charter fee; conversion to a business trust and inbound domestication each cost $100.

Virginia does not automatically grant LLC members appraisal rights for these transactions. The articles or operating agreement may opt into dissenters' rights for conversion or jurisdiction change. Va. Code § 13.1-1022(G).

Common questions

May a Virginia LLC convert directly into a foreign corporation?

No under Article 15. Its LLC-output conversion choices are a domestic stock corporation or domestic business trust. Va. Code § 13.1-1082(A).

May it move to another state as an LLC?

Yes through domestication if Virginia law does not require it to remain domestic and the destination allows the move. Destination law governs the effect. Va. Code § 13.1-1075(B).

Is unanimous approval always required?

Not if the articles or written operating agreement provide another method. With no such provision, members use the operating agreement's amendment method or, if it has none, all members approve. Va. Code §§ 13.1-1076 and 13.1-1084(A).

Are dissenters' rights automatic?

No. The statute permits the articles or operating agreement to provide them for a conversion, transfer, or domestication. Va. Code § 13.1-1022(G).

Statutes and sources

• Va. Code §§ 13.1-1074 to -1080 govern domestication plans, approval, inbound and outbound filings, effect, continuity, and abandonment. Accessed September 6, 2026.
• Va. Code §§ 13.1-1081 to -1087 govern entity-conversion destinations, plan, approval, filing, effect, continuity, amendment, and abandonment. Accessed September 6, 2026.
• Va. Code §§ 13.1-1003 to -1005 and 13.1-1022 govern signatures, effective time, fees, consent, member classes, and optional dissenters' rights. Accessed September 6, 2026.