LLC Domestication and Conversion Checklist

LLC domestication—sometimes called LLC conversion¹—is usually the most efficient way to move an LLC from one state to another while maintaining business continuity.

This checklist describes the steps needed to move an LLC from the state where it was originally formed (old state) to a different U.S. state (new state). It is a general overview only. Because each state’s laws are different, additional steps may be required to meet statutory requirements.

Preliminary Steps

Before preparing and filing documents, it is prudent to take a few preliminary steps to ensure that LLC domestication is permitted and will accomplish the business owner’s goals.

• Statutory review. Review both the old state domestication and new state domestication statutes to be sure that both states allow LLC conversion or domestication.² (Use this tool to help determine whether LLC domestication is permitted in both states and get an overview of the steps required by each state’s laws.)
• Existing document review. Review the LLC’s filed articles of organization³ and any other documents on file with the Secretary of State (or corresponding governmental division)⁴ of the old state—as well as any private documents like the operating agreement—to determine whether any additional steps are needed as part of the domestication process.
• Preliminary name check with the secretary of state. Review the records of the Secretary of State for the new state to confirm that the name used in the old state is available for use in the new state. If not, discuss alternative names to avoid conflicting filings.

Document Preparation

The LLC domestication process requires the preparation of several documents. These documents transfer the LLC from the old state to the new state and ensure that it is set up properly in the new state.

• Organizational resolution authorizing domestication. Draft an organizational resolution—sometimes called an action without a meeting—for signature by the LLC owners and/or managers to legally authorize the LLC to complete the domestication process.
• Plan of domestication. Draft a plan of domestication⁵ that complies with the requirements of both the old state domestication and the new state domestication statutes.
• Prepare domestication documents for filing in new state. Prepare the documents that must be filed with the Secretary of State for the new state. These documents typically include articles of domestication⁶ and articles of organization (though the two may be combined) with all information and any related documents needed for filing with the new state Secretary of State.
• Prepare articles of domestication for filing in old state. Prepare the Articles of domestication⁷ with all information required and any related documents needed for filing with the Secretary of State of the old state.
• Operating agreement to properly structure the LLC in the new state. Draft a customized, state-specific operating agreement to structure the LLC as a new state LLC and help provide maximum liability protection. (In many states, the operating agreement must be attached to and approved as part of the plan of domestication.)

Filing and Communication

The LLC domestication process unfolds through a series of sequential steps.

• Engage registered agent (if needed). Each LLC must list a registered agent for service of process. A business owner or manager may serve as the registered agent, as long as he or she is comfortable listing his or her address in the public records for service of process. Otherwise, the LLC may engage a corporate registered agent for a small fee (usually around $125 annually).
• Circulate documents for signature. Circulate each of the documents described above for all necessary signatures. E-signature may be used for documents that can be signed electronically. A combination of e-mail and postal mail is used documents that require original (wet) signatures.
• File domestication documents with the Secretary of State for the new State. Before filing anything in the old state, file the articles of domestication and, if necessary, the articles of organization, along with any related documents, with the new state.
• Sign the organizational resolution and operating agreement. Once the Secretary of State for the new state recognizes the LLC, sign the organizational resolution and operating agreement to finish properly setting up the LLC in the new state.
• File articles of domestication with Secretary of State for the old state. Once the new state Secretary of State approves the new state filing and recognizes the LLC, file the articles of domestication (or corresponding document)⁸ with all information required and any related documents with the Secretary of State for the old state.
• Communicate with state agencies regarding filing. The examining agents for either or both governmental agencies may have questions or request additional information. These questions or requests sometimes require back-and-forth communication with the state agencies.

The process is complete when both states have recognized the domestication and all organizational documents have been signed.

1. For purposes of simplicity, this checklist uses the term domestication to refer to the process of changing the jurisdiction that governs an LLC. A minority of states use the term conversion to refer to the same procedure.
2. The following states have LLC conversion or domestication statutes permitting LLCs to move to another state: Alaska (Alaska Stat. § 10.55.501), Arizona (Ariz. Rev. Stat. § 29-2501), California (Cal. Corp. Code § 17710.02), Colorado (Colo. Rev. Stat. § 7-90-201(2)), Connecticut (Conn. Gen. Stat. § 34-641),Delaware (6 Del. C. § 18-216), District of Columbia (D.C. Code § 29-809.06(a)), Florida (Fla. Stat. § 605.1041), Georgia (O.C.G.A. § 14-11-906), Idaho (Idaho Code § 30-22-501), Illinois (805 ILCS 415/301), Indiana (Ind. Code § 23-0.6-5-1), Iowa (Iowa Code § 489.1010), Kansas (Kan. Stat. Ann. § 17-78-501), Louisiana (La. Stat. Ann. § 12:1308.3), Maine (31 M.R.S. § 1645), Massachusetts (Mass. Gen. Laws ch. 156D, § 9.20), Michigan (MCL § 450.4708), Minnesota (Minn. Stat. § 322C.1011), Mississippi (Miss. Code Ann. § 79-37-501), Nebraska (Nebraska Revised Statute 21-179), Nevada (NRS 92A.105), New Hampshire (RSA 304-C:205), New Jersey (New Jersey Revised Statutes §§ 42:2C-82), North Carolina (N.C.G.S. § 57D-9-30), North Dakota (N.D. Cent. Code § 10-32.1-67), Ohio (R.C. 1705.361 and 1705.371), Oregon (Or. Rev. Stat. § 63.470), Pennsylvania (15 Pa. Code § 371), South Dakota (South Dakota Codified Laws 47-34A-910), Texas (Tex. Bus. Orgs. Code Ann. § 10.101 et seq.), Utah (Utah Code § 48-3a-1051), Vermont (Vt. Stat. tit. 11, § 4152), Virginia (Code of Virginia § 13.1-1074), Washington (RCW 25.15.436), Wisconsin (Wis. Stat. § 178.1151), and Wyoming (W.S. § 17-29-1012).
3. Depending on state law, this document may be called articles of organization, certificate of formation, or certificate of organization. For purposes of simplicity, this checklist uses the term articles of organization, which is the most common term.
4. For purposes of simplicity, this checklist uses the term Secretary of State to refer to the state agency that is responsible for recognizing and overseeing LLCs, corporations, and other forms of business. Some states have a different governmental division that serves this purpose.
5. The following states use plan of domestication to refer to the document that must be adopted by the owners and/or managers of the LLC: Alaska, Arizona, Connecticut, District of Columbia, Idaho, Illinois, Indiana, Iowa, Massachusetts, Minnesota, Mississippi, Nebraska, New Hampshire, New Jersey, North Dakota, Pennsylvania, South Dakota, Utah, Vermont, Virginia, Wisconsin, and Wyoming. The following states use plan of conversion to refer to the document that must be adopted by the owners and/or managers of the LLC: California, Colorado, Delaware, Florida, Georgia, Louisiana, Maine, Michigan, Nevada, North Carolina, Oregon, Texas, and Washington. Kansas uses the term agreement of domestication and Ohio uses the term declaration of conversion to refer to the same document.
6. The following states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. This document may be called articles of domestication (Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana); statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
7. See note above.
8. See note above.