Corporation to LLC, state by state.
The reverse conversion: dropping corporation status in favor of an LLC. It comes up when a small business no longer needs corporate formalities, when an S-Corp wants out of reasonable-compensation scrutiny, or when a closely held company wants pass-through flexibility back. Two things vary by state: whether a direct statutory path exists, and what the filing is called. The tax consequences do not vary.
Four things that decide how this goes.
Most of this conversion is settled before a form is opened. Whether your state offers a direct path, who has to approve it, and what the change does to the company's tax position all come first.
Conversion, or a merger
Most states authorize a statutory conversion, where a single filing turns the corporation into an LLC without dissolving it. Some states do not offer that path at all, and the same destination is reached through a statutory merger instead: more documents, more steps, same result.
What the filing is called
Where conversion exists it travels under several names. A certificate of conversion in some states, articles of conversion in others, or a statement of conversion attached to a formation document elsewhere. The state page names the exact filing, which saves hunting for a form that does not exist there.
Shareholders become members
Shareholders have to approve the plan, and when it takes effect their shares become membership interests. Mapping a corporation's ownership onto an LLC's is work that happens before drafting, because the plan of conversion is where that mapping gets recorded and relied on.
Gain recognition is the risk
This is the part that does not care which state you are in. A corporation to LLC conversion can trigger gain recognition, and it is generally treated as a liquidation of the corporation. Tax counsel belongs at the start of the process rather than at the end of it.
The filing is the easy half. The tax treatment is what decides whether the conversion is worth making.
Pick your state.
Each state page states whether that state authorizes a direct corporation to LLC conversion or routes it through a merger, names the filing that does it, and covers shareholder approval, the plan document, EIN treatment and the new LLC paperwork that follows.
A clean handoff, in four steps.
Seven steps on the state pages, four here, in an order that is not negotiable. The tax question leads because it can change whether the rest of it happens at all.
Model the tax first
Have the conversion modeled by tax counsel before anything is drafted. Gain recognition is the reason this step leads, and it is far easier to understand before the filing than after it.
Confirm the legal path
Check whether your state authorizes a statutory conversion or requires a merger. That single answer determines which documents you draft, how many filings you make and how long the whole thing takes.
Approve, then draft
Obtain shareholder approval, then draft the plan of conversion or merger plan that records what happens to shares, assets and obligations at the moment the change takes effect.
Adopt the LLC documents
File, then adopt an operating agreement, settle EIN treatment, update banking and tell everyone whose records still name a corporation. The entity survives the conversion. Almost none of its paperwork does.
One entity, continuous throughout. Nearly everything written about it has to be rewritten.
The rest of Change or convert.
Every one of these is built the same way: a national explainer above its state pages. They are the filings that sit closest to this one.
Convert LLC to Corporation
Converting an LLC to a corporation, state by state
All 51 states → HubSole prop to LLC
Sole proprietorship to LLC, state by state
All 51 states → HubDBA filing
The DBA filing, state by state
All 51 states → HubLLC Domestication
LLC domestication, state by state
All 51 states → HubDBA filing
Filing a DBA, state by state
All 51 states → HubAmendment
Filing an amendment, state by state
All 51 states → HubForeign qualification
Foreign qualification, state by state
All 51 states → HubLLC name search
The LLC name search, state by state
All 51 states →The full index lives on Change or convert.
The questions people ask before they convert.
What is a statutory conversion?
It is the direct route: one filing with the state changes the entity from a corporation into an LLC without dissolving it and starting again. The company keeps going through the change rather than winding up and reforming. Where a state authorizes it, this is the cleanest path available, and the state page names the document that performs it.
Does every state allow it?
No. Most states authorize a direct corporation to LLC conversion, but not all of them do. Where the statute is absent, the usual route is a statutory merger: form the LLC, then merge the corporation into it under a merger plan. The outcome is comparable and the paperwork is heavier. Your state page says which path applies.
What happens to the shareholders?
They become members. Shares become membership interests, and the plan of conversion or merger plan is where that exchange is set out in detail. Because an LLC allocates rights differently from a corporation, this is rarely a mechanical swap: voting, distributions and transfer restrictions all have to be written into the new operating agreement rather than assumed.
Does the company keep its EIN?
EIN treatment is one of the items each state page covers, alongside notifying the IRS and updating banking. Whether the existing number carries through depends on how the change is characterized for federal tax purposes, which is the same analysis that decides the tax consequences. It is a question for the counsel modeling the conversion rather than one the state answers.
Why does the tax analysis come first?
Because a corporation to LLC conversion can trigger gain recognition, and it is generally treated as a liquidation of the corporation. That analysis can make the change straightforward or make it painful, and it turns on facts specific to your company. Running it first means the state filing is a decision you have already made rather than one you discover the consequences of afterwards.
Is this the same as changing tax status?
No, though the two get discussed as if they were. A conversion changes the entity your state has on record. A tax election changes how the entity is taxed federally without touching what it legally is. People say they want to switch to an LLC when they mean either one. These pages deal with the entity change and flag where the tax question needs a qualified answer.
Keep going, in order.
Change or convert
Every hub in change or convert, in one place.
Open the index → IndexAll 51 state guides
Every filing a business does, organised by jurisdiction.
Open the index → ServiceCompliance calendar
Every deadline that touches your entity, watched.
Track deadlines → ServiceTalk to a specialist
A person who files these every day, not a call centre.
Get in touch →