Statement of Conversion
An LLC that officially transfers its legal home state to another state—a procedure known as an LLC conversion or an LLC domestication—must prepare a series of documents. A statement of conversion is a document that the LLC files with a state’s business filing office—the secretary of state in most states. An LLC’s conversion becomes effective when the statement of conversion is filed—or on a delayed effective date selected by the LLC—at which point the LLC is governed by the new state’s law.
An LLC that converts or domesticates to a new state must complete several additional documents as part of the conversion process:
- A plan of conversion, (also called a plan of domestication);
- A formation document (typically titled Articles of Organization, Statement of Formation, or a similar name); and
- A new LLC operating agreement designed for the new state’s law.
It is important for an LLC’s conversion documents to be signed and filed in the correct order and to comply with all state legal requirements.
Statement of Conversion Requirements
The state where a statement of conversion is filed decides what information the statement of conversion must include. States often require the document to contain the following:
- The LLC’s name, address, and legal home state before and after the conversion;
- A declaration that the conversion was properly approved under the appropriate state’s law;
- A statement that the LLC will continue its existence in the new state;
- The LLC’s registered agent or other contact information where the LLC can be served with official documents; and
- The date when the conversion becomes effective.
Depending on the state to which the LLC is moving, the statement of conversion may need to be accompanied by the LLC’s new formation document. In some states (including California), the statement of conversion and the articles of organization are combined into one document.
States that Require a Statement of Conversion
The name statement of conversion is one of several names that different states use for the document an LLC files when completing a conversion or domestication. The states that use the name statement of conversion are:
Other names that other states use for the document filed as part of the LLC conversion or domestication process include articles of conversion, certificate of conversion, articles of domestication, statement of domestication, and statement of domestication.