A certificate of conversion is a document that an LLC files with a state agency (usually the secretary of state) when officially changing the company’s home state—a process called an LLC conversion or an LLC domestication. An LLC’s certificate of conversion is one of several documents a company must prepare to complete the LLC conversion process.
Certificate of Conversion Requirements
States have different requirements for the information that a certificate of conversion must contain. The Revised Uniform Limited Liability Company Act (a model act that is used as the basis of most LLC domestication statutes) requires the certificate 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
States often require an LLC to file its certificate of conversion together with the certificate of formation (also called articles of organization) that forms the LLC in the new state. Some states combine the conversion and formation documents into a single form.
Other documents created during the conversion process include a plan of conversion, a certificate of formation, and a new LLC operating agreement. The conversion documents must be signed and filed in the correct order and must satisfy state legal requirements.
States that Require a Certificate of Conversion
Not all states use the same name for the document that an LLC files when completing an LLC conversion or domestication. The following states require an LLC to file a certificate of conversion as part of the LLC conversion process:
Other names that other states use for the document filed as part of the LLC conversion or domestication process include articles of conversion, statement of conversion, articles of domestication, statement of domestication, and certificate of domestication.