Articles of Conversion
An LLC’s articles of conversion is a legal document that a company creates as part of the LLC conversion process (also called an LLC domestication). An LLC conversion is a legal procedure that allows an LLC to officially move to a new legal home state (called its state of formation).
The conversion process involves multiple steps and the creation of several legal documents. The articles of conversion is a document an LLC files with a state’s business filing office (typically the secretary of state) to provide an official record of the conversion. Other documents an LLC prepares when converting to new state include a plan of conversion, a certificate of formation, and a new LLC operating agreement tailored to the LLC’s new state.
Articles of Conversion Requirements
The requirements for an LLC’s articles of conversion are set by state law. It is important for an LLC’s articles of conversion to satisfy all legal requirements of the state where the document will be filed. The Revised Uniform Limited Liability Company Act (a model act that is used as the basis of most LLC domestication statutes) requires the articles of conversion (called a statement of domestication in RULLCA) to include the following:
- the name and jurisdiction of formation of the domesticating limited liability company;
- the name and jurisdiction of formation of the domesticated limited liability company;
- if the domesticating limited liability company is a domestic limited liability company, a statement that the plan of domestication was approved as required by the state act or, if the domesticating limited liability company is a foreign limited liability company, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; and
- the certificate of organization of the domesticated limited liability company, as an attachment.1
In some states, the LLC’s formation document for the new state (often called a certificate of formation or articles of organization) is filed with the LLC’s articles of conversion.
States that Require Articles of Conversion
States that authorize LLC conversions or domestications use different names for the document an LLC files when converting into or from the state. The following states use the name articles of conversion for the conversion document than an LLC files with the secretary of state or equivalent state agency:
- Florida;
- Nevada;
- North Carolina;
- Oregon; and
- Washington.
Other states use different names for the document an LLC files when changing its state of formation—including certificate of conversion, statement of conversion, articles of domestication, statement of domestication, and certificate of domestication.