LLC Conversion and Domestication Filing Requirements in Washington
At a glance
| Governing law, transaction names, and route scope | RCW 25.15.411 and 25.15.436-.456 plus ch. 23.95 RCW; “conversion” covers both LLC entity-type changes and moves between Washington and another jurisdiction. “Domestication” is not the LLC route label |
|---|---|
| Entity-type conversion availability and eligible destination forms | Direct LLC → domestic/foreign GP or LLP, LP or LLLP, LLC, business trust, corporation, or another person having a governing statute; profit and nonprofit organizations included if result law permits (§§ 25.15.411(7), 25.15.436) |
| Inbound/outbound domestication, continuance, and transfer | Outbound Washington LLC → foreign LLC and inbound foreign LLC → Washington LLC through conversion; no separate LLC domestication, continuance, transfer, or redomestication article (§§ 25.15.411(7), 25.15.436-.446; SOS) |
| Destination-law reciprocity and regulated-entity limits | Other organization's governing statute must authorize conversion, its jurisdiction must not prohibit it, and that organization must comply with its governing statute. Broad definition includes profit/nonprofit domestic and foreign forms; professional, charitable, regulated, cooperative, and series requirements remain separate (§§ 25.15.411(6)-(7), 25.15.436(1)) |
| Plan terms, interest conversion, and resulting governing documents | Recorded plan states source/result names and forms, terms and conditions, treatment of interests into result or third-entity interests, shares, obligations, securities, cash or other property, and result organizational documents (§ 25.15.436(2)) |
| Member approval, agreement control, classes/series, and new-liability consent | All members or method stated in written LLC agreement; that agreement may set classes, voting basis, meetings, notice, proxies, and consent mechanics. Each member acquiring personal liability signs separate written consent, and the agreement cannot restrict that right. No separate manager approval or no-member shortcut (§§ 25.15.018(3)(n), 25.15.121, 25.15.441(1), 25.15.456) |
| Conversion/domestication statements, companion filings, signer, and contents | Converting LLC files articles stating conversion, result name/form/law, effective date, both-law approval, and foreign-result service address. Washington LLC result also files certificate of formation; other domestic results file their origination record. Authorized representative executes and states name/capacity (§§ 25.15.446, 23.95.200; SOS) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Result law controls; Washington filing may take effect on filing or ≤90 days later. Plan amendment/abandonment before filing uses plan and original approval; filed record may be withdrawn before effect and corrected. Conversion fee $10 plus destination charge; common domestic and inbound-LLC package $190. Outbound result continuing here adds $180 registration and good-standing evidence; outbound result leaving Washington pays $10. No express tax-clearance filing condition (§§ 25.15.441(2), 25.15.446(2)-(3), 23.95.210-.220; SOS) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity; property/title, debts/liabilities/obligations, proceedings, and rights/powers remain; plan terms take effect and conversion does not dissolve the LLC absent agreement. Foreign result consents to Washington jurisdiction and process for old obligations; statute does not override contract terms or promise license, permit, tax, or registration continuity (§ 25.15.451) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | No LLC-conversion appraisal/dissent right in the conversion article; Article 13 defines LLC dissent only for a merger. New-personal-liability consent is separately mandatory (§§ 25.15.456, 25.15.466). Merger, dissolution/new formation, tax election, valuation, contract, licensing, creditor, and route advice are outside this survey |
Requirements one by one
Conversion covers both kinds of change
Washington defines “organization” to include domestic and foreign partnerships, limited partnerships, LLCs, business trusts, corporations, and other persons having a governing statute, whether or not for profit. The conversion section allows an LLC to become one of those organizations if the other organization's governing statute authorizes the conversion, its jurisdiction does not prohibit it, and it complies with that statute. RCW 25.15.411(7) and 25.15.436(1).
That includes a Washington LLC moving into a foreign LLC and a qualifying foreign LLC becoming a Washington LLC. The Secretary of State expressly defines conversion for a profit business entity as changing either entity type or home jurisdiction; “domestication” is its jurisdiction-change label only for nonprofit corporations.
The recorded plan and approvals are separate
The plan states the before-and-after names and forms, conversion terms, treatment of interests into interests, shares, obligations, securities, cash, or other property, and the result's organizational documents. RCW 25.15.436(2).
All members approve unless a written LLC agreement supplies another method. The agreement can set member classes, voting basis, meeting and notice rules, proxies, and action by consent. If a member would acquire personal liability in the result, that member must separately consent in writing, and the agreement cannot restrict that approval right. RCW 25.15.018(3)(n), 25.15.121, 25.15.441(1), and 25.15.456.
Before filing, the LLC may amend or abandon the plan as the plan provides and, unless the plan prohibits, by the same approval required for adoption. RCW 25.15.441(2).
Articles of conversion identify both-law compliance
The converting LLC's articles state that the conversion occurred, identify the result's name, form, and governing-law jurisdiction, state its effective date, and recite approval under both Washington and result law. An unregistered foreign result also supplies its principal-office addresses for service. RCW 25.15.446(1)(a).
A Washington LLC result takes effect through a certificate of formation. The Secretary of State likewise pairs articles of conversion with the destination origination record for other Washington results. Entity filings are executed by an authorized representative and state the signer's name and capacity. RCW 25.15.446(2)-(3) and 23.95.200.
Fees and timing depend on the result
The current conversion charge is $10. The Secretary of State lists $190 for the common Washington domestic-result packages and an inbound foreign-LLC-to- Washington-LLC package: $10 conversion plus $180 origination. A Washington LLC moving out and ceasing Washington business files the conversion for $10. If it continues business here, the listed $190 package adds foreign registration and destination good-standing evidence.
For a Washington-controlled entity filing, effectiveness may be on filing or at a specified time no more than 90 days later. The conversion itself takes effect when the Washington LLC certificate takes effect or, for another result, when its governing statute provides. A filed record may be withdrawn before effect or corrected for an inaccurate statement, defective execution, or defective electronic transmission. RCW 23.95.210-.220 and 25.15.446(2)-(3).
The converted organization remains the same entity
Property and title remain vested without reversion, debts and liabilities continue, proceedings continue, and rights, powers, and purposes remain with the result unless other law prohibits. Plan terms take effect and the conversion does not dissolve the LLC unless otherwise agreed. RCW 25.15.451(1)-(2).
An unregistered foreign result consents to Washington jurisdiction and service for the former LLC's Washington-enforceable obligations. The continuity rule does not independently override contracts or preserve a license, permit, tax treatment, or foreign registration. RCW 25.15.451(3).
What trips people up
An LLC's interstate move is called conversion, not domestication, in this part of Washington law. Searching only for a domestication section misses both outbound and inbound LLC jurisdiction changes.
The $10 filing charge is not necessarily the whole transaction cost. A domestic result needs its origination filing, and an outbound result that keeps doing business in Washington needs foreign registration and destination good-standing evidence.
The LLC merger-dissent article does not create a conversion appraisal right. A different safeguard applies when conversion would impose personal liability: each affected member must separately consent in writing.
Common questions
May a Washington LLC become a foreign LLC directly?
Yes through conversion if the destination LLC law authorizes and does not prohibit the transaction and its requirements are satisfied. RCW 25.15.411(7) and 25.15.436(1).
Is a majority member vote enough by default?
No. All members approve unless the written LLC agreement provides another method. RCW 25.15.441(1).
Must an affected member accept new personal liability?
Yes by separate written consent before the plan can be approved, and the LLC agreement cannot restrict that statutory approval right. RCW 25.15.018(3)(n) and 25.15.456.
Does conversion trigger LLC appraisal rights?
Not under the conversion article. The neighboring LLC dissent article defines a dissenter by reference to a plan of merger, not conversion. RCW 25.15.466(1).
Statutes and sources
- RCW 25.15.411 and 25.15.436-.456 govern eligible organizations, plan contents, approval, articles, effect, continuity, amendment, abandonment, and personal-liability consent. Accessed September 6, 2026.
- RCW 25.15.018, 25.15.121, and 25.15.466 govern agreement limits, classes and voting mechanics, and the narrower LLC merger-dissent article. Accessed September 6, 2026.
- RCW 23.95.200 and 23.95.210-.220 govern execution, filing effect, delayed dates, withdrawal, and correction. Accessed September 6, 2026.
- Washington Secretary of State conversion guidance identifies conversion as the LLC jurisdiction-change route and lists current document combinations, registration evidence, and fees. Accessed September 6, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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