California LLC Certificate of Conversion
A California LLC conversion is a legal procedure for transferring an out-of-state LLC into California or transferring a California LLC into another state.1 The California LLC conversion process is the equivalent of what some states call an LLC domestication.
California requires a California LLC that converts into another state to file a document called a certificate of conversion.2 An out-state LLC that converts into California files a statement of conversion. There is a similar filing process for a California certificate of conversion and a California statement of conversion.
What is a California LLC Certificate of Conversion?
A California LLC converting to another state must file a California certificate of conversion.3 The certificate of conversion describes the LLC’s conversion into another state. After the signed certificate of conversion is filed and accepted, it serves as notice that the former California LLC has become an LLC governed by another state’s law. The California Secretary of State publishes a form—called Certificate of Conversion (CONV-1A)—that a California LLC submits when transferring to another state.
What Information Must a Certificate of Conversion Include?
California law lists certain information that a certificate of conversion must provide to evidence a California LLC’s conversion to another state.4 The required content of the certificate of conversion is as follows:
- The California LLC’s name and California entity number;
- A statement that the conversion was approved by a member vote satisfying California law and the percentage vote required for approval by each class of members;
- The LLC’s name, entity form, and domicile state after the conversion is completed;
- The LLC’s California agent for service of process; and
- The out-of-state LLC’s principal office address after the conversion.
The secretary of state’s certificate of conversion form includes all the necessary information when the form is correctly completed.
Other Names for a Certificate of Conversion
An LLC that transfers from its current state into a new state must file a conversion or domestication document with both states’ filing agencies (usually the secretary of state). In California, the conversion document is a statement of conversion for LLCs converting into California or a certificate of conversion for LLCs converting out of California. In most states, the title of the document is the same for LLCs transferring into or out of the state.
There are several different names used for domestication documents in different states. Along with statement of conversion and certificate of conversion, other common names include:
- Articles of conversion;
- Certificate of domestication;
- Statement of domestication; or
- Articles of domestication.
How Does an LLC File its California Certificate of Conversion?
A California LLC converting into another state files its certificate of conversion with the California Secretary of State. The certificate of conversion must be signed by a member, manager, or other authorized representative of the company before filing. The signed certificate of conversion can then be filed by mail, by hand-delivery, or online through the secretary of state’s bizfile system. An LLC’s certificate of conversion must be filed with the secretary of state’s form cover sheet and with the $30.00 filing fee.
Does an LLC Conversion from California to Another State Require any Other Steps?
A California certificate of conversion is an important part of an LLC conversion from California to another state, but it is only part of the overall conversion process. A California LLC converting to a new state must also complete these other steps:
- Create and approve a plan of conversion that complies with both states’ laws;
- Complete and file the new state’s articles of domestication (or equivalent document) and formation document (called articles of organization in California);
- Complete and file the California certificate of conversion;
- Complete any other steps that the LLC’s new state requires;
- Adopt the company’s new operating agreement tailored for the new state (replacing the California operating agreement that governed the company before the conversion).