Entity Conversion and Domestication by State
This page reports the conversion and domestication statute text captured for each jurisdiction and entity type. It does not determine whether any particular pair of entities or jurisdictions can complete a conversion, and it does not offer a pair selector.
/* Not legal advice. This page is research, not compliance guidance. */ /* */
Direction and eligible entity types — LLC
These LLC fields separate transaction direction, domestication wording and entity-type eligibility.
| Jurisdiction | Outbound conversion posture | Inbound conversion posture | Inbound domestication | Outbound domestication | Term used for redomiciliation | Eligible source entity types | Eligible target entity types | Paired-jurisdiction rule |
|---|---|---|---|---|---|---|---|---|
| Alaska | An Alaska limited liability company may convert to a different domestic entity type, or to a different foreign type if the foreign jurisdiction authorizes the conversion.source | A foreign entity may convert into an Alaska limited liability company of a different type if its home-jurisdiction law authorizes the conversion and AS 10.55 is followed.source | A foreign limited liability company may domesticate into Alaska as the same entity type if its home-jurisdiction law authorizes the move and AS 10.55 is followed.source | An Alaska limited liability company may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the move and AS 10.55 is followed.source | Alaska uses the statutory term “domestication” for a same-entity continuation into another jurisdiction.source | The AS 10.55 entity definition supplies the different entity types that may convert into an Alaska limited liability company; AS 10.55.110 excludes specified regulated and public entities.source | The AS 10.55 entity definition supplies the different entity types that may result from an Alaska limited liability company; AS 10.55.110 excludes specified regulated and public entities.source | For a cross-jurisdiction conversion or domestication, Alaska requires the foreign jurisdiction's law to authorize the transaction.source |
| Alabama | An Alabama limited liability company may convert to another organization if the three conditions in § 10A-5A-10.01(a) are met.source | Another organization may convert to an Alabama limited liability company if the three conditions in § 10A-5A-10.01(a) are met.source | Alabama treats a foreign-to-Alabama same-type move as a conversion and requires the foreign jurisdiction’s law to permit it.source | Alabama treats a Alabama-to-foreign same-type move as a conversion and requires the foreign jurisdiction’s law to permit it.source | Title 10A defines conversion to include domestication and continuance between domestic and foreign entities.source | The Alabama Limited Liability Company Law defines the non-limited liability company organizations that may convert into an Alabama limited liability company.source | The Alabama Limited Liability Company Law defines the non-limited liability company organizations into which an Alabama limited liability company may convert.source | The other organization’s governing statute must authorize the conversion, and neither governing jurisdiction may prohibit it.source |
| Arkansas | Arkansas conditionally authorizes conversion out of a domestic LLC, subject to entity type and other-jurisdiction law.source | Arkansas conditionally authorizes conversion into a domestic LLC, subject to entity type and other-jurisdiction law.source | Arkansas authorizes LLC domestication into Arkansas when the foreign jurisdiction's law authorizes it.source | Arkansas authorizes LLC domestication out of Arkansas when the foreign jurisdiction's law authorizes it.source | The Arkansas LLC Act uses the terms conversion and domestication.source | The LLC transaction provisions define entity broadly; conversion into an LLC remains subject to the source entity's organic law.source | A domestic LLC may convert to a different entity type within the Act's defined entity universe.source | Foreign-law authorization is required for an interstate LLC conversion or domestication.source |
| Arizona | A domestic Arizona limited liability company may convert to a different entity type; a foreign destination is available only when its law authorizes the conversion.source | A different domestic entity type may convert into an Arizona limited liability company; a foreign source entity may do so only when its home law authorizes the conversion.source | A foreign limited liability company may domesticate into Arizona as the same type only when its home-jurisdiction law authorizes the domestication.source | A domestic Arizona limited liability company may domesticate into another jurisdiction as the same type only when the destination law authorizes the domestication.source | Arizona uses and defines the term “domestication” for the same-type jurisdictional move of a limited liability company.source | Each listed different entity type may convert into a domestic Arizona limited liability company under the Entity Restructuring Act.source | A domestic Arizona limited liability company may convert into each listed different entity type under the Entity Restructuring Act.source | For a conversion involving a foreign jurisdiction and an Arizona limited liability company, that jurisdiction's law must authorize the conversion.source |
| California | Conditional: a California LLC may convert into a domestic or foreign other business entity (corporation, partnership, business trust, REIT, association) only if the converted entity's law expressly permits it (§ 17710.02).source | Conditional: a domestic or foreign other business entity (corporation, partnership, business trust, REIT, association) may convert into a California LLC only if its governing law authorizes the conversion (§ 17710.08(a)).source | Conditional: a foreign LLC may become a California LLC through a conversion under § 17710.08, only if the law under which it is organized authorizes it; the Act does not use the term domestication.source | Conditional: a California LLC may convert into a foreign LLC under § 17710.02 only if the foreign law expressly permits formation by conversion; proceedings follow that law and a certificate of conversion is filed.source | The LLC Act calls a move between California and another jurisdiction a 'conversion' (a foreign LLC can be the converting or converted entity, § 17710.01); it does not use domestication, transfer or continuance.source | Corporations, general and limited partnerships, business trusts, REITs and non-nonprofit unincorporated associations (domestic or foreign) and foreign LLCs may convert into a California LLC (§§ 17710.01, 17710.08).source | A California LLC may convert into a corporation, general or limited partnership, business trust, REIT or non-nonprofit unincorporated association (domestic or foreign), or into a foreign LLC (§§ 17710.01, 17710.02).source | Required: an outbound conversion needs the converted entity's law to expressly permit formation by conversion (§ 17710.02(b)(1)); an inbound one needs the converting entity's law to authorize it (§ 17710.08(a)).source |
| Colorado | A Colorado LLC may convert to another domestic entity form or a recognized foreign entity form under a statutory plan and approval process.source | A foreign entity may convert into a Colorado LLC if its governing documents and organic statutes do not prohibit the conversion and their requirements are met.source | Colorado treats a foreign LLC becoming domestic as a conversion, subject to the foreign entity's governing law and documents.source | Colorado treats a Colorado LLC becoming a foreign entity of the same type as a conversion; the foreign form must be recognized in the destination jurisdiction.source | For a general Colorado LLC transaction, Colorado's statute uses the term “conversion.”source | A domestic entity of another form or a foreign entity may be the source entity in a conversion resulting in a Colorado LLC.source | A Colorado LLC may convert into any other domestic entity form or any foreign entity form recognized in its jurisdiction.source | For an inbound foreign conversion, the foreign entity's governing documents and organic statutes must not prohibit it and all of their requirements must be met.source |
| Connecticut | A Connecticut LLC may convert to a different entity type; a foreign target requires authorization under that jurisdiction's law (§34-631(a)).source | An entity of a different type may convert into a Connecticut LLC; a foreign source's law or organic rules must authorize the conversion (§34-631).source | A foreign LLC may domesticate into Connecticut as the same type if its jurisdiction of organization authorizes it (§34-641(c)).source | A Connecticut LLC may domesticate to a foreign jurisdiction as the same type if that jurisdiction authorizes it (§34-641(b)).source | Connecticut uses “domestication” for a same-type move between Connecticut and another jurisdiction (§34-600(11)).source | Any different entity type within §34-600(12)'s defined categories may convert into a Connecticut LLC; foreign sources remain subject to §34-631(b).source | A Connecticut LLC may convert to a different type within §34-600(12)'s defined categories, domestically or in an authorizing foreign jurisdiction.source | Cross-border conversion or domestication requires authorization under the paired foreign jurisdiction's law; inbound conversion may also rely on the foreign entity's organic rules.source |
| District of Columbia | A domestic DC LLC may convert to a different domestic entity type or, if foreign law authorizes it, to a different foreign entity type.source | A foreign entity may convert into a domestic DC LLC of a different type if its formation jurisdiction authorizes the conversion.source | A foreign LLC may domesticate into DC when the stated foreign-law and statutory conditions are met.source | A domestic DC LLC may domesticate into a foreign jurisdiction when the stated foreign-law and statutory conditions are met.source | The statute uses the term “domestication” for a same-type change of governing jurisdiction.source | Any statutory “entity” type other than a LLC may convert into a domestic DC LLC, subject to § 29-204.01(b).source | A domestic DC LLC may convert into any other statutory “entity” type, subject to § 29-204.01(a).source | Foreign-jurisdiction conversion requires authorization under the applicable foreign jurisdiction's law.source |
| Delaware | Authorized: a domestic LLC may convert to any listed entity type or a foreign LLC on § 18-216(b) approval, filing a certificate of conversion to non-Delaware entity for a non-Delaware result; the LLC agreement may deny the power.source | Authorized: any 'other entity' in § 18-214(a), including a foreign LLC, may convert to a domestic LLC after approval under its governing documents or applicable law and filing a certificate of conversion with a certificate of formation.source | Conditional: § 18-212 domestication is limited to non-US entities (a foreign LLC qualifies only if not formed under the law of a US jurisdiction); a foreign LLC formed in the US converts in under § 18-214 instead.source | Conditional: § 18-213 transfer, domestication or continuance is limited to non-US jurisdictions ('other than any state', § 18-101(19)); a US move is a § 18-216(a) conversion to a foreign LLC; the LLC agreement may deny either power.source | The LLC Act uses 'domestication' for non-US entities entering (§ 18-212), 'transfer', 'domestication' or 'continuance' for leaving to a non-US jurisdiction (§ 18-213), and 'conversion' for a foreign LLC (§§ 18-214, 18-216).source | Eligible to convert into a domestic LLC: corporations, statutory, business and common-law trusts, associations, REITs, general and limited partnerships (incl. LLPs, LLLPs), any other entity, and foreign LLCs (§ 18-214(a)).source | A domestic LLC may convert to a corporation, statutory, business or common-law trust, association, REIT, general or limited partnership (incl. LLP, LLLP), any other entity, or a foreign LLC (§ 18-216(a)).source | No provision of the LLC Act, including its conversion, domestication and transfer sections, requires that the other jurisdiction's law permit the transaction (complete search of 6 Del. C. ch. 18).source |
| Florida | A domestic LLC may convert into a domestic entity of another type, or into a foreign entity if that jurisdiction allows it; it must be current in annual reports, and a series LLC may not convert (ss. 605.1041, 605.0212, 605.2603).source | A domestic entity of another type, or a foreign entity, may convert into a domestic LLC if the law governing it authorizes it; Florida-filed converting entities must be current in annual reports (ss. 605.1041(2)-(3), 605.0212(9)).source | A foreign entity may become a domestic LLC by conversion if its home law authorizes it (s. 605.1041(3)); a non-United States entity may domesticate if its organic law authorizes it (s. 605.1051); series LLCs are barred (s. 605.2603).source | The domestication sections (ss. 605.1051-605.1056) cover only entities becoming Florida LLCs; s. 605.1041(1)(b) lets a domestic LLC convert into a foreign LLC if that jurisdiction authorizes it; series LLCs are barred (s. 605.2603).source | Ch. 605 uses “domestication”: a transaction under ss. 605.1051-605.1056 in which a non-United States entity becomes a domestic LLC (s. 605.0102(21)-(22)).source | A domestic entity other than a domestic LLC, or any foreign entity, may convert into a domestic LLC; “entity” lists corporations, nonprofits, partnerships, LPs, LLCs, REITs and other organic-law entities (ss. 605.1041, 605.0102(23)).source | A domestic LLC may convert into a domestic entity of a different type, or into a foreign entity that is an LLC or another type; “entity” is defined in s. 605.0102(23) (s. 605.1041(1)).source | Conversion into or from a foreign entity, and domestication of a non-United States entity, must be authorized by the law of that entity's jurisdiction of formation (ss. 605.1041(1)(b), (3), 605.1051).source |
| Georgia | A Georgia limited liability company may convert to a listed foreign entity if the destination jurisdiction permits the conversion and the statutory plan, approval, filing, and authority rules are met.source | The listed entity types may convert into a Georgia limited liability company after the stated approval and Secretary of State filing requirements are satisfied.source | Georgia uses its conversion procedure for a foreign limited liability company becoming a Georgia limited liability company; the statute calls the transaction an election or conversion.source | Georgia uses its conversion procedure for a Georgia limited liability company becoming the same type under another jurisdiction, if that jurisdiction permits it.source | The Georgia provisions use the terms “conversion” and “election,” including for a same-type move to another jurisdiction.source | The inbound-conversion provision lists the entity types eligible to become a Georgia limited liability company.source | A Georgia limited liability company may become the listed domestic or foreign entity types under the applicable target or outbound conversion provision.source | An outbound conversion of a Georgia limited liability company requires the destination jurisdiction's law to permit the conversion.source |
| Hawaii | A Hawaii LLC may convert to a foreign LLC or another entity if § 428-902.5(a)'s five conditions are met, including approval and permission under the destination law.source | A foreign LLC or other entity may convert to a Hawaii LLC if its home-jurisdiction law permits the conversion and the transaction complies with that law.source | Hawaii treats a foreign LLC's move into Hawaii as a conversion; it is allowed if the foreign jurisdiction's law permits it and the conversion complies with that law.source | Hawaii treats an LLC's move to a foreign LLC as a conversion; § 428-902.5(a)'s five conditions apply, including approval and permission under destination law.source | The Hawaii LLC Act uses the term “conversion,” including for moves into and from foreign LLC status.source | Eligible sources include a foreign LLC and the corporations, partnerships, limited partnerships, LLPs, and domestic professional corporations within § 428-901's “other entity” definition.source | A Hawaii LLC may target a foreign LLC or the corporations, partnerships, limited partnerships, LLPs, and domestic professional corporations within § 428-901's definition.source | The destination law must permit an outbound conversion, and an inbound converter must be permitted by and comply with its home-jurisdiction law.source |
| Iowa | A domestic Iowa LLC may convert to a different domestic entity type, or to a different foreign entity type if the foreign jurisdiction's law authorizes it.source | A domestic or foreign entity other than an LLC may convert into an Iowa LLC; a foreign entity's law must authorize the conversion, while a domestic entity must comply and file the statement.source | A foreign LLC may domesticate into Iowa if its formation jurisdiction authorizes the move and it files the required statement and attached certificate of organization.source | An Iowa LLC may domesticate to a foreign jurisdiction if that jurisdiction's law authorizes the move and the LLC approves a plan and files a statement of domestication.source | Iowa uses the statutory terms 'conversion' and 'domestication' in Chapter 489.source | Entities within §489.1001(11), other than a foreign or domestic LLC, may be conversion sources for an Iowa LLC under §489.1041(2) and (4).source | An Iowa LLC may convert to a different entity type within §489.1001(11), domestically or in a foreign jurisdiction whose law authorizes the conversion.source | Foreign-law authorization is required for an Iowa LLC's foreign conversion or domestication and for a foreign entity's conversion or domestication into Iowa.source |
| Idaho | An Idaho LLC may convert to a different domestic entity type; a foreign destination also requires authorization under that jurisdiction's law.source | A foreign entity may convert into an Idaho LLC if its formation jurisdiction authorizes the conversion.source | A foreign LLC may domesticate into Idaho if its formation jurisdiction authorizes the domestication.source | An Idaho LLC may domesticate into a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Idaho uses the statutory term “domestication” for a same-type jurisdiction change.source | A foreign statutory “entity” of a different type may convert into an Idaho LLC, subject to the foreign-law condition.source | An Idaho LLC may convert to any different statutory “entity” type, with a foreign-law condition for a foreign target.source | A cross-jurisdiction conversion or domestication must be authorized by the relevant foreign jurisdiction's law.source |
| Illinois | A domestic LLC may convert to a domestic entity of a different type, or to a foreign entity of a different type if the foreign jurisdiction's law authorizes it (805 ILCS 415/201(a); 805 ILCS 180/37-10).source | A domestic entity of another type may convert into an Illinois LLC; a foreign entity of another type may do so if its home jurisdiction's law authorizes it (805 ILCS 415/201(a)-(b); 805 ILCS 180/37-10).source | A foreign LLC may become an Illinois LLC by domestication if the law of its jurisdiction of organization authorizes it (805 ILCS 415/301(b); 805 ILCS 180/37-10).source | An Illinois LLC may domesticate as an LLC of a foreign jurisdiction if that jurisdiction's law authorizes it, after approving a plan of domestication (805 ILCS 415/301(a), 302; 805 ILCS 180/37-10).source | Illinois uses 'domestication' (Entity Omnibus Act Art. 3) for an entity moving its jurisdiction while keeping its type; a change of type, including across jurisdictions, is a 'conversion' (Art. 2).source | Domestic or (if their law allows) foreign business, medical, nonprofit and professional service corporations, general partnerships (incl. LLPs) and limited partnerships (incl. LLLPs) may convert into an Illinois LLC (805 ILCS 415/201).source | An Illinois LLC may convert into domestic or (if that law allows) foreign business, medical, nonprofit and professional service corporations, general partnerships (incl. LLPs) and limited partnerships (incl. LLLPs) (805 ILCS 415/201).source | Required: a conversion to or from a foreign entity, and a domestication into or out of Illinois, must be authorized by the law of the foreign jurisdiction (805 ILCS 415/201(a)(2), (b); 301(a)-(b)).source |
| Indiana | An Indiana LLC may convert to a different domestic entity type, or to a different foreign type if the foreign jurisdiction authorizes it, subject to IC 23-0.6-4-1(c)-(e).source | A different domestic entity type may convert into an Indiana LLC; a different foreign type may do so if its formation jurisdiction authorizes it, subject to IC 23-0.6-4-1(c)-(e).source | A foreign LLC may become an Indiana LLC by domestication if its formation jurisdiction authorizes the domestication and the IC 23-0.6-5 filing and approval rules are met.source | An Indiana LLC may become the same entity type in a foreign jurisdiction by domestication if that jurisdiction authorizes it and the IC 23-0.6-5 plan, approval, and filing rules are met.source | Indiana uses the statutory term “domestication” for the same-type change of jurisdiction governed by IC 23-0.6-5.source | Entities of a different type may convert into an Indiana LLC; the eligible source classes are the other listed for-profit entity types, excluding nonprofit corporations under IC 23-0.6-4-1(c),(e).source | An Indiana LLC may convert to the other listed for-profit entity types; conversion to a nonprofit corporation is barred by IC 23-0.6-4-1(c), and nonprofit corporations may not convert.source | For a foreign conversion or domestication, Indiana requires authorization under the relevant foreign jurisdiction's law; an inbound foreign entity's formation law also must authorize the transaction.source |
| Kansas | A Kansas limited liability company may convert to a different domestic entity type or, if the destination law authorizes it, a different foreign entity type.source | A different foreign entity type may convert into a Kansas limited liability company if its jurisdiction of organization authorizes the conversion.source | A foreign limited liability company may domesticate into Kansas if its jurisdiction of organization authorizes the domestication.source | A Kansas limited liability company may domesticate into a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Kansas uses and defines the term domestication for a same-entity continuation under a different jurisdiction's organic law.source | The Act's entity definition supplies the types that may convert into a Kansas limited liability company; conversion requires a different type.source | The Act's entity definition supplies the types into which a Kansas limited liability company may convert; conversion requires a different type.source | A conversion involving a foreign jurisdiction requires authorization under that jurisdiction's law.source |
| Kentucky | A Kentucky LLC may convert into an LP, LLP, or statutory trust under the route-specific statutes and approvals.source | A partnership, limited partnership, or corporation may convert into a Kentucky LLC under KRS 275.370 or 275.376.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Stated inbound source types are partnerships, limited partnerships, and corporations; the corporation definition reaches other states and foreign countries.source | Stated outbound target types are a limited partnership, limited liability partnership, and statutory trust.source | For the foreign-nonprofit-corporation route into a nonprofit LLC, the source jurisdiction's law must not forbid the conversion.source |
| Louisiana | A domestic Louisiana LLC may convert to a domestic business corporation or another form of domestic unincorporated entity.source | A domestic business corporation or another domestic unincorporated entity may convert into a domestic Louisiana LLC.source | A foreign LLC may convert its state of organization to Louisiana unless the other state's law prohibits the move and after satisfying the statutory approval and filing rules.source | A domestic Louisiana LLC may convert its state of organization to another state unless that state's law prohibits the move and after satisfying the statutory approval and filing rules.source | Louisiana calls an LLC's same-type jurisdictional move a “conversion of state of organization.”source | The listed domestic entity types may convert into a domestic Louisiana LLC; the statute does not extend this route to foreign different-type entities.source | A domestic Louisiana LLC may convert into the listed domestic entity types; the statute does not extend this route to a foreign different-type entity.source | An LLC state-of-organization conversion must not be prohibited by the other state's law, and the request must state compliance with both states' laws and requirements.source |
| Massachusetts | A domestic Massachusetts LLC, as a domestic other entity, may convert to a domestic Massachusetts business corporation.source | Associations, trusts, partnerships and registered LLPs covered by ch. 156C, §69, and a business corporation under ch. 156D may convert to a Massachusetts LLC.source | No same-form inbound domestication authorization for a Massachusetts LLC was located after complete searches of the LLC and LP acts; §9.20 is corporation-only.source | No same-form outbound domestication authorization for a Massachusetts LLC was located after complete searches of the LLC and LP acts; §9.20 is corporation-only.source | No redomiciliation term for a same-form jurisdictional move by a Massachusetts LLC is stated in the complete LLC or LP acts.source | Inbound sources include domestic corporations and the associations, trusts, partnerships, LPs, and registered LLPs listed in ch. 156C, §69(a).source | The located outbound procedure permits a domestic Massachusetts LLC to convert to a domestic Massachusetts business corporation.source | The conversion provisions reaching a Massachusetts LLC state no general requirement that another jurisdiction's law permit the transaction.source |
| Maryland | A limited liability company may convert to an other entity by obtaining the stated approval and filing articles of conversion.source | An other entity may convert to a Maryland limited liability company by meeting the approval and filing requirements stated in the conversion subtitle.source | Maryland treats a foreign limited liability company becoming a domestic limited liability company as a conversion under the same approval and filing procedure.source | Maryland treats a domestic limited liability company becoming a foreign limited liability company as a conversion under the same approval and filing procedure.source | Maryland's limited liability company statute uses the term “conversion” for this transaction.source | The listed corporations, partnerships, trusts, unincorporated businesses, and foreign same-type entities may convert into a Maryland limited liability company.source | A Maryland limited liability company may convert into any entity type included in the conversion subtitle's complete “other entity” definition.source | An inbound entity must approve the conversion in the manner and by the vote required by its governing document and organizing law.source |
| Maine | Maine conditionally authorizes conversion out of a domestic LLC when the other entity's governing statute and the governing jurisdictions permit it.source | Maine conditionally authorizes conversion into a domestic LLC when the other entity's governing statute and the governing jurisdictions permit it.source | No procedure authorizing a foreign LLC to become a Maine LLC was located in the complete Maine LLC Act; §1645 reaches only an organization other than an LLC.source | No procedure authorizing a Maine LLC to become a foreign LLC was located in the complete Maine LLC Act; §1645 reaches only an organization other than an LLC.source | The complete Maine LLC Act does not use domestication, redomiciliation, or continuance as an LLC home-jurisdiction procedure.source | An organization other than an LLC may convert into a Maine LLC; the statutory organization definition covers domestic and foreign entity forms.source | A Maine LLC may convert into an organization other than an LLC within the statute's domestic-and-foreign organization definition.source | The non-LLC governing statute must authorize conversion, neither governing jurisdiction may prohibit it, and both organizations must comply with their governing statutes.source |
| Michigan | A Michigan LLC may convert into a business organization if destination law permits and the plan, approval, formation-document, and certificate requirements are met.source | A business organization may convert into a Michigan LLC if source law permits and the plan, approval, certificate, and articles requirements are met.source | A foreign LLC may become a Michigan LLC through the statute's conversion procedure when source law permits and all stated requirements are met.source | A Michigan LLC may become a foreign LLC through the statute's conversion procedure when destination law permits and all stated requirements are met.source | The LLC Act calls the same-type foreign-to-domestic and domestic-to-foreign routes conversion, not domestication.source | The inbound class includes the stated domestic and foreign corporations, nonprofits, partnerships, telephone corporations, and other business enterprises, but not a domestic LLC.source | The outbound class includes the stated domestic and foreign corporations, nonprofits, partnerships, telephone corporations, and other business enterprises, but not a domestic LLC.source | Outbound conversion requires destination-law permission; inbound conversion requires source-law permission and compliance.source |
| Minnesota | A Minnesota limited liability company may convert to the permitted organization forms if the other governing statute authorizes the transaction and the stated approval and filing rules are met.source | A permitted organization may convert into a Minnesota limited liability company if its governing statute authorizes the transaction and the Minnesota filing rule is satisfied.source | A foreign limited liability company may move its home jurisdiction into Minnesota through the statute's stated procedure and paired-jurisdiction conditions.source | A Minnesota limited liability company may move its home jurisdiction out of Minnesota through the statute's stated procedure and paired-jurisdiction conditions.source | Minnesota uses domestication for a same-type change of home jurisdiction involving a limited liability company.source | The organization definition and inbound conversion clause state the source-organization scope for conversion into a Minnesota limited liability company.source | The organization definition and outbound conversion clause state the target-organization scope for a Minnesota limited liability company conversion.source | The other organization's governing statute must authorize the conversion, and the transaction may not be prohibited by the governing jurisdictions' law.source |
| Missouri | A Missouri LLC is an “other entity” that may convert to a Missouri corporation.source | A Missouri corporation may convert into a LLC.source | No authorization for a foreign LLC to become a domestic Missouri LLC was located after the complete chapter search.source | No authorization for a Missouri LLC to become a foreign LLC was located after the complete chapter search.source | No statutory term for a same-type LLC jurisdiction move was located after the complete chapter search.source | The captured inbound conversion rule expressly permits a Missouri corporation to convert into a LLC.source | The captured outbound conversion rule expressly permits a Missouri LLC to convert into a Missouri corporation.source | The captured conversion provisions state no requirement that the other jurisdiction's law authorize the conversion.source |
| Mississippi | A Mississippi limited liability company may convert to a different entity type; a foreign target also requires authorization under its formation law and prior Article 5 compliance.source | A foreign entity may convert into a Mississippi limited liability company of a different type only after Article 5 domestication and authorization under its formation law.source | A foreign limited liability company may domesticate into Mississippi as the same entity type if its formation jurisdiction authorizes the domestication.source | A domestic Mississippi limited liability company may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the domestication.source | The Mississippi statute uses and defines the term “domestication.”source | Eligible conversion sources are the § 79-37-102(12) entity types other than limited liability company; charitable organizations may not convert.source | Eligible conversion targets are the § 79-37-102(12) entity types other than limited liability company; charitable organizations may not convert.source | For domestication, Mississippi requires the relevant foreign jurisdiction's law to authorize the transaction.source |
| Montana | A Montana LLC may convert to a domestic corporation or domestic limited liability partnership under MCA 35-8-1215.source | A partnership or limited partnership may convert to a Montana LLC under MCA 35-8-1210.source | A foreign LLC may become a Montana LLC by domestication if the other jurisdiction authorizes it and the statutory approval and filing rules are met.source | A Montana LLC may become a foreign LLC by domestication if the other jurisdiction authorizes it and the statutory approval and filing rules are met.source | Montana uses the statutory term “domestication” for same-type changes of jurisdiction.source | Montana permits a partnership or limited partnership to convert into a domestic LLC.source | A Montana LLC may convert only to a domestic corporation or limited liability partnership under MCA 35-8-1215.source | The LLC conversion provisions are domestic-only; a cross-jurisdiction domestication requires authorization under the other jurisdiction's law.source |
| North Carolina | North Carolina conditionally authorizes conversion out of a domestic LLC when the governing entity law permits it.source | North Carolina conditionally authorizes conversion into a domestic LLC when the governing entity law permits it.source | A foreign LLC may become a North Carolina LLC through the statute's conversion procedure when its governing law permits it.source | A North Carolina LLC may become a foreign LLC through conversion when the destination law permits it.source | The North Carolina LLC statute uses conversion, rather than domestication, for covered same-form interstate moves.source | The LLC inbound-conversion provision uses the statute's defined domestic-and-foreign entity universe, excluding only the domestic destination form.source | A domestic LLC may convert to a different entity in the statute's defined domestic-and-foreign entity universe.source | The law governing the converting or resulting foreign entity must permit the conversion, and the converting entity must comply with applicable law.source |
| North Dakota | A North Dakota limited liability company may convert to another organization other than a general partnership if the other organization's governing law authorizes and permits it.source | An organization other than a limited liability company may convert into a North Dakota limited liability company if the other organization's governing law authorizes and permits it.source | A foreign LLC may become a North Dakota LLC if its governing statute authorizes domestication, the other jurisdiction does not prohibit it, and that statute is followed.source | A North Dakota LLC may become a foreign LLC if the foreign governing statute authorizes domestication, the other jurisdiction does not prohibit it, and that statute is followed.source | North Dakota uses the term “domestication” for an LLC's same-type jurisdiction move.source | The statutory organization types other than a limited liability company, excluding the listed nonprofit forms, may be sources for conversion into that entity type.source | A North Dakota limited liability company may convert to another statutory organization type other than a general partnership, subject to the nonprofit exclusions.source | The other organization's governing statute must authorize the conversion, the enacting jurisdiction's law must not prohibit it, and the organization must comply with that statute.source |
| Nebraska | A Nebraska LLC may convert to an organization other than a foreign LLC when the other governing statute authorizes the conversion and its law is satisfied.source | An organization other than an LLC may convert to a Nebraska LLC when its governing statute authorizes the conversion and its law is satisfied.source | A foreign LLC may domesticate into Nebraska if its governing statute authorizes the transaction, its jurisdiction does not prohibit it, and it complies with that statute.source | A Nebraska LLC may domesticate to another jurisdiction if that jurisdiction authorizes and does not prohibit the transaction and the LLC complies with its law.source | Nebraska's LLC Act uses the terms conversion and domestication for these entity-migration transactions.source | The inbound conversion source is an organization other than an LLC or foreign LLC, subject to its governing statute and jurisdictional law.source | A Nebraska LLC may convert to an organization other than a foreign LLC under the Act's conversion conditions.source | The other governing statute must authorize a conversion, and the foreign governing statute must authorize a domestication.source |
| New Hampshire | A New Hampshire LLC may convert to another statutory business-organization form when the conversion and target-form statute requirements are fulfilled.source | Another business entity may convert into a New Hampshire LLC by complying with RSA 304-C:149 and the law governing that entity.source | A foreign LLC may domesticate into New Hampshire only if its organic law permits the domestication.source | A New Hampshire LLC may domesticate into a foreign jurisdiction if that jurisdiction's law permits the domestication.source | The LLC Act uses the term domestication for a same-form jurisdictional move.source | Any entity with a business-organization form other than an LLC may be an inbound source type.source | A New Hampshire LLC may convert to another business-organization form authorized by an applicable statute.source | The inbound entity's governing law and the statute governing the outbound target form must support the conversion.source |
| New Jersey | A New Jersey LLC conversion outbound is authorized only when the other organization's law authorizes and does not prohibit it.source | A New Jersey LLC conversion inbound is authorized only when the other organization's law authorizes and does not prohibit it.source | A foreign LLC may domesticate into New Jersey if its governing law authorizes, does not prohibit, and is followed for the move.source | A New Jersey LLC may domesticate outward if the destination law authorizes, does not prohibit, and is followed for the move.source | The LLC act uses “domestication” for a same-type move between New Jersey and another jurisdiction.source | A domestic or foreign organization within the act's full definition may convert into a New Jersey LLC, subject to N.J.S.A. 42:2C-78.source | A New Jersey LLC may convert to an organization within the act's full definition, other than a foreign LLC, subject to N.J.S.A. 42:2C-78.source | Conversion and domestication involving a New Jersey LLC require authorization under the paired governing statute and no prohibition by its law.source |
| New Mexico | A New Mexico LLC may convert to a corporation, partnership, or limited partnership after the stated approval, agreement, and filing steps.source | A corporation, partnership, or limited partnership may convert into a New Mexico LLC after the stated approval, agreement, and filing steps.source | No statutory authorization was located for an inbound same-type jurisdictional move of a New Mexico limited liability company.source | No statutory authorization was located for an outbound same-type jurisdictional move of a New Mexico limited liability company.source | No operative domestication, continuance, or redomestication term was located for a New Mexico limited liability company.source | Corporations, partnerships, and limited partnerships may convert into a New Mexico LLC; the statutory definitions include comparable foreign forms.source | A New Mexico LLC may convert to a corporation, partnership, or limited partnership; the statutory definitions include comparable foreign forms.source | No paired-jurisdiction authorization condition was stated for conversion of a New Mexico limited liability company.source |
| Nevada | NRS 92A.105(1) lets a domestic limited-liability company convert into a different-type domestic entity or a foreign entity; NRS 92A.195(2) conditions the foreign-entity case on the destination jurisdiction's law permitting it.source | NRS 92A.195(1) lets a foreign entity of any type convert into a domestic limited-liability company if the foreign jurisdiction's law permits it and the parties comply with NRS 92A.205-240.source | NRS 92A.270 lets any 'undomesticated organization' (a term naming 'limited-liability company') become domesticated in Nevada as a domestic limited-liability company, on Secretary of State filing plus internal and foreign-law approval.source | Nevada has no separate outbound-domestication statute; a domestic limited-liability company moving to another jurisdiction without changing type does so as a conversion into a 'foreign entity' under NRS 92A.105(1)/92A.195(2).source | Chapter 92A's title and NRS 92A.270's heading use 'domestication' for an inbound jurisdiction-only move; an outbound same-type move is done as a 'conversion' (NRS 92A.105/195).source | Any foreign or domestic corporation (for-profit or not), LLC, LP, business trust, or general partnership may convert into a domestic limited-liability company; a domestic nonprofit corporation may not be the converting (source) entity.source | A domestic limited-liability company may convert into any 'entity' as chapter 92A defines that term: a corporation (for-profit or not), LLC, LP, or business trust, foreign or domestic.source | Both conversion directions require the other jurisdiction's law to permit the transaction (NRS 92A.195(1)(a), (2)(a)); inbound domestication requires approval under 'applicable foreign law' (NRS 92A.270(6)(b)).source |
| New York | No provision authorizing a New York LLC to convert into another entity type was located; the LLC Law's conversion sections (§§ 1006-1007) cover only partnerships and limited partnerships converting into LLCs.source | A partnership or a New York limited partnership may convert into a New York LLC under LLC Law § 1006, on partner approval, an agreement of conversion, a filed certificate of conversion and § 206 publication.source | The LLC Law has no procedure for a foreign LLC to domesticate, transfer or continue into New York as a domestic LLC; a full-text search of all 124 sections found no such provision.source | The LLC Law has no procedure for a New York LLC to domesticate, transfer or continue into another jurisdiction; a full-text search of all 124 sections found no such provision.source | The LLC Law uses no redomiciliation term (domestication, redomestication, transfer or change of domicile or jurisdiction, continuance or similar) in any of its 124 sections.source | Under LLC Law § 1006, a partnership (Partnership Law Art. 2 meaning, which includes a registered limited liability partnership) or a limited partnership formed under New York law may convert into an LLC.source | No provision lets a New York LLC convert into another entity type, so no eligible target types are stated; LLC Law §§ 1006-1007 run only into LLCs.source | LLC Law §§ 1006-1007 state no requirement that another jurisdiction's law permit a conversion, and the LLC Law has no domestication provision.source |
| Ohio | A domestic Ohio LLC may convert to another domestic or foreign entity form when the receiving law permits it.source | A domestic or foreign entity may convert into a domestic Ohio LLC when its governing law permits it.source | A foreign LLC may become a domestic Ohio LLC through the statute's conversion procedure when its governing law permits.source | A domestic Ohio LLC may become a foreign LLC through conversion when the receiving jurisdiction's law permits.source | Ohio uses the term “conversion” for the statutory procedure that can accomplish a same-form move into or out of Ohio.source | Eligible inbound source types are the statute's listed domestic or foreign entity forms, subject to the target-form exclusions.source | Eligible outbound target types are the statute's listed domestic or foreign entity forms, subject to the source-form exclusions.source | The non-LLC governing statute must authorize the conversion, neither governing jurisdiction may prohibit it, and both entities must comply with governing law.source |
| Oklahoma | An Oklahoma LLC may convert to any entity within § 2054.2(A)'s defined class under the operating-agreement and statutory approval rules.source | An entity within § 2054.1(A)'s class may convert to an Oklahoma LLC, protected series, or registered series through the stated filings.source | A foreign LLC may become an Oklahoma LLC through the procedure the statute calls conversion.source | An Oklahoma LLC may become a foreign LLC through the procedure the statute calls conversion.source | The same-type interstate move is authorized under the statutory term “conversion,” not a separate domestication article.source | The inbound class includes foreign LLCs, public-benefit LLCs, corporations, partnerships, and qualifying associations, trusts, or enterprises.source | The outbound class includes series, foreign LLCs, public-benefit LLCs, corporations, partnerships, and qualifying associations, trusts, or enterprises.source | No paired-jurisdiction authorization condition is stated in the captured LLC conversion sections.source |
| Oregon | An Oregon limited liability company may convert to a qualifying business entity in Oregon or another jurisdiction under the stated plan, filing, foreign-authorization, and compliance rules.source | A business entity within Oregon's statutory definition may convert into an Oregon limited liability company by approving a plan and filing articles of conversion.source | Oregon calls the transaction a conversion: a foreign limited liability company within the business-entity definition may convert into an Oregon limited liability company through the stated plan and filing process.source | Oregon calls the transaction a conversion: an Oregon limited liability company may convert into a foreign limited liability company if the other jurisdiction permits it and all stated conditions are met.source | Oregon uses “conversion” for a same-type change of home jurisdiction involving a limited liability company.source | The business-entity definition enumerates the entity forms eligible to convert into an Oregon limited liability company, including qualifying forms organized under comparable foreign law.source | The business-entity definition enumerates the entity forms eligible as conversion targets for an Oregon limited liability company, subject to the authorization clauses.source | For conversion of an Oregon limited liability company into an entity organized in another jurisdiction, that jurisdiction's law must permit the conversion.source |
| Pennsylvania | A Pennsylvania limited liability company may convert to a different domestic type or banking institution, and to a different foreign type if the foreign law authorizes it.source | A foreign association of a different type may convert into a Pennsylvania limited liability company if its formation jurisdiction authorizes the conversion.source | A foreign limited liability company may domesticate into Pennsylvania as the same type because Title 15 provides for forming that type.source | A Pennsylvania limited liability company may domesticate to the same type in a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Pennsylvania uses and defines the statutory terms “conversion” and “domestication.”source | Sources into a Pennsylvania limited liability company include the other Title 15 entity types and a domestic banking institution; foreign associations must be a different type.source | A Pennsylvania limited liability company may target the other Title 15 entity types or a domestic banking institution; a foreign target must be a different type.source | For a conversion involving a foreign association, the relevant foreign jurisdiction's law must authorize the conversion.source |
| Rhode Island | A Rhode Island LLC may convert to the listed entity and business forms.source | An entity within the statutory definition may convert to a Rhode Island LLC.source | A foreign LLC may become a Rhode Island LLC through the statute's conversion procedure.source | A Rhode Island LLC may become a foreign LLC through the statute's conversion procedure.source | The LLC act uses “conversion,” including for a move to a foreign LLC.source | The inbound definition includes corporations, partnerships, trusts, sole proprietorships, other entities, and foreign LLCs.source | A Rhode Island LLC may convert to the listed corporations, partnerships, trusts, other entities, or a foreign LLC.source | The LLC conversion provisions do not state that the other jurisdiction must authorize the transaction.source |
| South Carolina | A South Carolina LLC may convert to a corporation, limited partnership, or partnership under the destination-specific conversion sections.source | A partnership, limited partnership, or corporation may convert to a South Carolina LLC.source | No express inbound LLC domestication or continuance authorization was located in the complete South Carolina LLC Act.source | No express outbound LLC domestication or continuance authorization was located in the complete South Carolina LLC Act.source | The complete South Carolina LLC Act does not state a term for an LLC same-type change of jurisdiction.source | Corporations, partnerships, and limited partnerships may convert into South Carolina LLCs.source | A South Carolina LLC may convert into a corporation, limited partnership, or partnership.source | The mapped LLC conversion sections do not require authorization under another jurisdiction's law.source |
| South Dakota | A South Dakota LLC may convert to an organization other than a foreign LLC when the other governing statute authorizes the conversion, the other jurisdiction does not prohibit it, and the other organization complies with its statute.source | An organization other than an LLC or foreign LLC may convert to a South Dakota LLC under the three conditions in §47-34A-906(a).source | A foreign LLC may domesticate into South Dakota when its governing statute authorizes the transaction, the governing jurisdiction does not prohibit it, and the company complies with that statute.source | A South Dakota LLC may domesticate as a foreign LLC when the foreign governing statute authorizes the transaction, its jurisdiction does not prohibit it, and the company complies with that statute.source | The South Dakota LLC Act uses conversion and domestication for these transactions.source | An organization within the Act's full definition, other than an LLC or foreign LLC, may be an inbound conversion source.source | A South Dakota LLC may convert to an organization within the Act's full definition, other than a foreign LLC.source | Conversion and domestication routes require authorization under the other entity's governing statute and nonprohibition by the enacting jurisdiction.source |
| Tennessee | A Tennessee LLC may convert to another entity if the destination law permits the conversion and the target complies with that law.source | Another entity may convert to a Tennessee LLC if the law governing the converting entity permits the conversion and is followed.source | A foreign LLC may become a Tennessee LLC through the Act's conversion procedure if its governing jurisdiction permits the conversion.source | A Tennessee LLC may become a foreign LLC through the Act's conversion procedure if the destination jurisdiction permits the conversion.source | The LLC Act uses conversion, not a separate domestication term, for the same-form moves its defined entity terms reach.source | Any domestic entity other than a Tennessee LLC, and any foreign entity, may be an inbound source under the statutory umbrella definition.source | A Tennessee LLC may convert to any domestic entity other than a Tennessee LLC or to any foreign entity within the Act's umbrella definition.source | A foreign conversion must be permitted by the foreign entity's jurisdiction, and the foreign entity must comply with that law.source |
| Texas | A Texas LLC may convert into a different type of domestic entity or a non-code organization by plan of conversion, subject to the converted entity's governing law and owner-consent limits (BOC §10.101).source | A domestic entity of a different type, or a non-code organization whose own law or governing documents permit it, may convert into a Texas LLC; a nonprofit corporation or association may not convert into a for-profit entity.source | A foreign LLC may become a Texas LLC by converting as a non-code organization under BOC §10.102, a continuance its home law may treat as a domestication, continuance or transfer, if its own law or governing documents permit it.source | A Texas LLC may continue as a foreign LLC by converting into a non-code organization under BOC §10.101; the conversion may not take effect if prohibited by or inconsistent with the law of the new jurisdiction.source | Texas uses 'conversion', defined to include a continuance another jurisdiction may treat as a domestication, continuance or transfer, and 'conversion and continuance' for non-U.S. moves (BOC §§1.002(10), 10.1025).source | A Texas LLC may result from conversion of a domestic entity of another type or a non-code organization (any organization other than a domestic entity); a nonprofit corporation or association may not convert into a for-profit entity.source | A Texas LLC may convert into a different type of domestic entity or into a non-code organization, defined as any organization other than a domestic entity (BOC §§10.101(a), 1.002(56)).source | A conversion may not take effect if prohibited by or inconsistent with the converted entity's governing law, and a non-code organization's conversion must be permitted by its own law or governing documents (BOC §§10.101(d), 10.102(c)).source |
| Utah | A Utah LLC may convert to a different domestic entity type, or to a foreign type if the destination law authorizes the conversion.source | A different foreign entity type may convert into a Utah LLC if its formation jurisdiction authorizes the conversion; domestic sources use Section 902(1).source | A foreign LLC may domesticate into Utah as the same entity type if its formation jurisdiction authorizes the domestication.source | A Utah LLC may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the domestication.source | Utah uses the term 'domestication' for a same-type jurisdictional move of a LLC.source | Any statutory entity type other than a LLC may be a conversion source; foreign sources also need authorization under their formation law.source | A Utah LLC may convert to any other statutory entity type; a foreign target also requires authorization under its formation law.source | Foreign conversion and domestication involving a Utah LLC require authorization under the paired foreign jurisdiction's law.source |
| Virginia | A Virginia LLC may convert to a domestic stock corporation or domestic business trust through the Article 15 procedure.source | Specified domestic corporations, business trusts, partnerships, and limited partnerships may convert into a Virginia LLC.source | A foreign LLC may domesticate into Virginia if its current jurisdiction authorizes the move.source | A Virginia LLC not legally required to remain domestic may domesticate out if the destination jurisdiction permits it.source | The LLC Act uses domestication for same-type jurisdiction changes and entity conversion for changes of entity type.source | The LLC inbound-conversion statute names domestic stock and nonstock corporations, business trusts, partnerships, and limited partnerships.source | A Virginia LLC may convert into a domestic stock corporation or domestic business trust.source | For LLC domestication, the current or destination jurisdiction must authorize the transaction.source |
| Vermont | A Vermont LLC may convert to a different domestic organization; a foreign target is available when its governing statute authorizes the conversion and the LLC complies with it.source | A domestic organization may convert to a Vermont LLC; a foreign non-LLC may do so when its formation law authorizes the conversion and it follows the foreign-organization rules.source | A foreign LLC may domesticate into Vermont if its governing statute authorizes and does not prohibit the move and the company complies with that statute and Vermont filings.source | A Vermont LLC may domesticate as a foreign LLC under the statute's stated foreign-law, plan, approval, articles-of-domestication, and certificate-surrender conditions.source | Vermont uses “domestication” for an LLC's same-type move between jurisdictions.source | The statute's complete organization definition supplies the domestic source types; the foreign route excludes a foreign LLC and requires authorization under its formation law.source | A Vermont LLC may convert to the statute's listed organization types other than an LLC, domestically or through the conditional foreign-target route.source | For a conversion involving a foreign source or target, the relevant foreign law must authorize the conversion; domestic-only conversion routes have no paired-jurisdiction condition.source |
| Washington | A Washington LLC may convert into an organization when the other organization's governing statute authorizes and permits the conversion and is followed.source | An organization other than an LLC may convert into a Washington LLC when its governing statute authorizes and permits the conversion and is followed.source | No provision authorizing a foreign LLC to become a Washington LLC was located in the complete LLC Act; the conversion source class excludes LLCs.source | Washington treats a domestic LLC becoming a foreign LLC as a conversion because “organization” includes domestic and foreign LLCs.source | The LLC statute uses “conversion” for the outbound same-type jurisdiction move reached through its organization definition.source | The source class is an organization other than an LLC and includes the stated partnership, business-trust, corporation, and other statutory forms, domestic or foreign.source | A Washington LLC may convert to an organization in the defined class, including a domestic or foreign LLC and the other listed forms.source | The other organization's governing statute must authorize the conversion, its jurisdiction's law must not prohibit it, and the organization must comply with that statute.source |
| Wisconsin | A Wisconsin LLC may convert to another domestic or foreign entity type when both governing laws permit and the plan, approval, and filing requirements are met.source | A foreign or domestic entity other than a Wisconsin LLC may convert to a Wisconsin LLC when source law permits and the plan, approval, definition, and filing rules are met.source | A non-U.S. entity may domesticate as a Wisconsin LLC while retaining its non-U.S. status when both laws permit and the statutory steps are met.source | A Wisconsin LLC may domesticate as a non-U.S. entity while remaining a Wisconsin LLC when both laws permit and the statutory steps are met.source | Chapter 183 uses “conversion” for entity-form changes and “domestication” for its dual-status non-U.S. procedure.source | The inbound class is a foreign or domestic entity other than a Wisconsin LLC; “entity” means a person other than an individual.source | A Wisconsin LLC may convert to another entity type, domestic or foreign; “entity” means a person other than an individual.source | Outbound conversion requires both governing laws to permit it; inbound conversion requires permission under the converting entity's governing law.source |
| West Virginia | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Partnerships and limited partnerships, including foreign forms within §31B-9-901, and domestic WV corporations may convert to a WV LLC.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Inbound source types are domestic or comparable-law foreign partnerships and LPs, plus domestic West Virginia corporations.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source |
| Wyoming | Under W.S. 17-26-101 any entity, including a WY LLC, may convert to any other domestic or foreign entity; W.S. 17-29-1014 requires consent of members who would gain personal liability.source | An organization other than an LLC may convert to a WY LLC under ch. 26 and its governing statutes (W.S. 17-29-1006); a foreign entity may convert only if its organizational documents authorize it.source | A U.S.-state LLC (not an insurer or financial institution) may domesticate via articles of domestication (W.S. 17-29-1012); a foreign organization may continue as a WY LLC if its jurisdiction acknowledges domicile ended.source | A WY LLC may transfer to another jurisdiction if the members adopt a transfer resolution and that jurisdiction's laws authorize it, by applying for a certificate of transfer (W.S. 17-29-1011).source | The WY LLC Act uses "continuance", "transfer" and "domestication" (art. 10 heading) and refers to "transfer of domicile" (W.S. 17-29-1011(g)).source | Any "organization" other than an LLC may convert into a WY LLC (W.S. 17-29-1006); the term covers partnerships, LPs, business and statutory trusts, corporations and others with a governing statute, domestic or foreign.source | Under W.S. 17-26-101 a domestic entity may convert to any other entity authorized under Title 17 (or a functional equivalent under another state's law) or to any form of foreign entity recognized there.source | A transfer out requires authorization by the other jurisdiction's laws (W.S. 17-29-1011(a)); continuance in requires the foreign jurisdiction to acknowledge that domicile there has terminated (W.S. 17-29-1010(a)).source |
Source: 51 US jurisdictions (50 states plus DC). Each source link opens the authority for its cell. The page source record lists the capture date and snapshot for every cell.
Field definitions
- Outbound conversion posture
- Whether the act states a rule for a domestic entity converting into another entity or jurisdiction.
- Inbound conversion posture
- Whether the act states a rule for another entity or foreign entity converting into a domestic entity.
- Inbound domestication
- What the act states about a foreign entity becoming a domestic entity without changing its entity type.
- Outbound domestication
- What the act states about a domestic entity becoming a foreign entity without changing its entity type.
- Term used for redomiciliation
- The conversion, domestication, continuance or other terminology stated in the captured act text.
- Eligible source entity types
- Which converting or domesticating source entity types the captured act text identifies.
- Eligible target entity types
- Which converted or domesticated target entity types the captured act text identifies.
- Paired-jurisdiction rule
- Whether the captured act text conditions the transaction on authorization under the other jurisdiction's law.
Direction and eligible entity types — corporation
These corporation fields separate transaction direction, domestication wording and entity-type eligibility.
| Jurisdiction | Outbound conversion posture | Inbound conversion posture | Inbound domestication | Outbound domestication | Term used for redomiciliation | Eligible source entity types | Eligible target entity types | Paired-jurisdiction rule |
|---|---|---|---|---|---|---|---|---|
| Alaska | An Alaska business corporation may convert to a different domestic entity type, or to a different foreign type if the foreign jurisdiction authorizes the conversion.source | A foreign entity may convert into an Alaska business corporation of a different type if its home-jurisdiction law authorizes the conversion and AS 10.55 is followed.source | A foreign business corporation may domesticate into Alaska as the same entity type if its home-jurisdiction law authorizes the move and AS 10.55 is followed.source | An Alaska business corporation may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the move and AS 10.55 is followed.source | Alaska uses the statutory term “domestication” for a same-entity continuation into another jurisdiction.source | The AS 10.55 entity definition supplies the different entity types that may convert into an Alaska business corporation; AS 10.55.110 excludes specified regulated and public entities.source | The AS 10.55 entity definition supplies the different entity types that may result from an Alaska business corporation; AS 10.55.110 excludes specified regulated and public entities.source | For a cross-jurisdiction conversion or domestication, Alaska requires the foreign jurisdiction's law to authorize the transaction.source |
| Alabama | An Alabama business corporation may convert to another entity type through a written plan satisfying § 10A-1-8.01(a).source | Another entity type may convert into an Alabama business corporation through a written plan satisfying § 10A-1-8.01(a).source | Alabama treats a foreign-to-Alabama corporate move as a conversion and requires the foreign jurisdiction’s law to permit it.source | Alabama treats a Alabama-to-foreign corporate move as a conversion and requires the foreign jurisdiction’s law to permit it.source | Title 10A defines conversion to include domestication and continuance between domestic and foreign entities.source | Chapter 1 defines the domestic and foreign organization types that may convert into a business corporation.source | Chapter 1 defines the domestic and foreign organization types into which a business corporation may convert.source | A cross-jurisdiction conversion must be permitted by the foreign entity’s governing law, and the foreign entity must comply with that law.source |
| Arkansas | Arkansas conditionally authorizes conversion out of a domestic CORP under the other organization's governing law.source | Arkansas conditionally authorizes conversion into a domestic CORP under the other organization's governing law.source | A same-type interstate CORP move into Arkansas is handled as a conversion and remains subject to the other jurisdiction's law.source | A same-type interstate CORP move out of Arkansas is handled as a conversion and remains subject to the other jurisdiction's law.source | The Arkansas CORP statute uses conversion for the covered entity-form and interstate moves.source | The CORP conversion subchapter defines a broad domestic-and-foreign organization universe.source | A domestic CORP may convert within the subchapter's defined organization universe.source | The other organization's governing statute must authorize the conversion, and its jurisdiction's law must not prohibit it.source |
| Arizona | A domestic Arizona business corporation may convert to a different entity type; a foreign destination is available only when its law authorizes the conversion.source | A different domestic entity type may convert into an Arizona business corporation; a foreign source entity may do so only when its home law authorizes the conversion.source | A foreign business corporation may domesticate into Arizona as the same type only when its home-jurisdiction law authorizes the domestication.source | A domestic Arizona business corporation may domesticate into another jurisdiction as the same type only when the destination law authorizes the domestication.source | Arizona uses and defines the term “domestication” for the same-type jurisdictional move of a business corporation.source | Each listed different entity type may convert into a domestic Arizona business corporation under the Entity Restructuring Act.source | A domestic Arizona business corporation may convert into each listed different entity type under the Entity Restructuring Act.source | For a conversion involving a foreign jurisdiction and an Arizona business corporation, that jurisdiction's law must authorize the conversion.source |
| California | Conditional: a California corporation may convert into a domestic or foreign other business entity (LLC, partnership, business trust, REIT, association) only if the converted entity's law expressly permits it (§ 1151).source | Conditional: a domestic or foreign other business entity (LLC, partnership, business trust, REIT, association) may convert into a California corporation only if its governing law authorizes the conversion (§ 1157(a)).source | Conditional: a foreign corporation may become a California corporation by conversion under § 1157 only if its home law authorizes it; a separate insurer-only redomestication route exists (§ 201.6).source | Conditional: a California corporation may convert into a foreign corporation under § 1151 only if the foreign law expressly permits formation by conversion; a separate insurer-only redomestication route exists (§ 201.6).source | The GCL calls a corporation's move into or out of California a 'conversion' (a foreign corporation can be the converting or converted entity, § 1150); 'redomestication' is used only for insurers (§§ 180.5, 201.6).source | Domestic or foreign LLCs, limited and general partnerships, business trusts, REITs, non-nonprofit unincorporated associations, certain domestic reciprocal insurers, and foreign corporations (§§ 1150, 1157, 174.5).source | A California corporation may convert into a domestic or foreign other business entity (LLC, limited or general partnership, business trust, REIT, non-nonprofit association, certain insurers) or a foreign corporation (§§ 1150, 1151).source | Required: an outbound conversion needs the converted entity's law to expressly permit formation by conversion (§ 1151(b)(1)); an inbound one needs the converting entity's law to authorize it (§ 1157(a)).source |
| Colorado | A Colorado business corporation may convert to another domestic entity form or a recognized foreign entity form under a statutory plan and approval process.source | A foreign entity may convert into a Colorado business corporation if its governing documents and organic statutes do not prohibit the conversion and their requirements are met.source | Colorado treats a foreign business corporation becoming domestic as a conversion, subject to the foreign entity's governing law and documents.source | Colorado treats a Colorado business corporation becoming a foreign entity of the same type as a conversion; the foreign form must be recognized in the destination jurisdiction.source | For a general Colorado business corporation transaction, Colorado's statute uses the term “conversion.”source | A domestic entity of another form or a foreign entity may be the source entity in a conversion resulting in a Colorado business corporation.source | A Colorado business corporation may convert into any other domestic entity form or any foreign entity form recognized in its jurisdiction.source | For an inbound foreign conversion, the foreign entity's governing documents and organic statutes must not prohibit it and all of their requirements must be met.source |
| Connecticut | A Connecticut business corporation may convert to a different entity type; a foreign target requires authorization under that jurisdiction's law (§34-631(a)).source | An entity of a different type may convert into a Connecticut business corporation; a foreign source's law or organic rules must authorize the conversion (§34-631).source | A foreign business corporation may domesticate into Connecticut as the same type if its jurisdiction of organization authorizes it (§34-641(c)).source | A Connecticut business corporation may domesticate to a foreign jurisdiction as the same type if that jurisdiction authorizes it (§34-641(b)).source | Connecticut uses “domestication” for a same-type move between Connecticut and another jurisdiction (§34-600(11)).source | Any different entity type within §34-600(12)'s defined categories may convert into a Connecticut business corporation; foreign sources remain subject to §34-631(b).source | A Connecticut business corporation may convert to a different type within §34-600(12)'s defined categories, domestically or in an authorizing foreign jurisdiction.source | Cross-border conversion or domestication requires authorization under the paired foreign jurisdiction's law; inbound conversion may also rely on the foreign entity's organic rules.source |
| District of Columbia | A domestic DC business corporation may convert to a different domestic entity type or, if foreign law authorizes it, to a different foreign entity type.source | A foreign entity may convert into a domestic DC business corporation of a different type if its formation jurisdiction authorizes the conversion.source | A foreign business corporation may domesticate into DC when the stated foreign-law and statutory conditions are met.source | A domestic DC business corporation may domesticate into a foreign jurisdiction when the stated foreign-law and statutory conditions are met.source | The statute uses the term “domestication” for a same-type change of governing jurisdiction.source | Any statutory “entity” type other than a business corporation may convert into a domestic DC business corporation, subject to § 29-204.01(b).source | A domestic DC business corporation may convert into any other statutory “entity” type, subject to § 29-204.01(a).source | Foreign-jurisdiction conversion requires authorization under the applicable foreign jurisdiction's law.source |
| Delaware | Authorized: a Delaware corporation may convert to an LLC, trust, association, other unincorporated business or partnership, or a foreign corporation, after board and majority-stockholder approval and franchise-tax payment (§§ 266, 277).source | Authorized: an 'other entity' in § 265(a), including a foreign corporation, may convert to a Delaware corporation after approval under its governing documents or applicable law and filing the two certificates.source | Conditional: § 388 domestication is limited to entities formed under the law of a jurisdiction outside the United States; a foreign corporation formed in the US converts in under § 265 instead.source | Conditional: § 390 transfer, domestication or continuance is limited to jurisdictions outside the United States; a US move is a § 266(a) conversion to a foreign corporation.source | The DGCL uses 'domestication' (§ 388, non-US entities entering), 'temporary transfer of domicile' (§ 389), 'transfer', 'domestication' or 'continuance' (§ 390, leaving to a non-US jurisdiction), and 'conversion' (§§ 265, 266).source | Eligible to convert into a Delaware corporation: LLCs, statutory and business trusts or associations, REITs, common-law trusts, other unincorporated businesses incl. general and limited partnerships, and foreign corporations (§ 265(a)).source | A Delaware corporation may convert to an LLC, statutory or business trust or association, REIT, common-law trust, other unincorporated business incl. a general or limited partnership, or a foreign corporation (§ 266(a)).source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source |
| Florida | A domestic corporation may convert into a domestic eligible entity of another type, or into a foreign eligible entity if that organic law permits it; it must be current in annual reports (ss. 607.11930(1), 607.1622(10)).source | A domestic eligible entity may convert into a domestic corporation under its organic law, a foreign one only if its organic law permits; Florida-filed entities must be current in annual reports (ss. 607.11930(2)-(3), 607.1622(9)).source | A foreign corporation may become a domestic corporation if the domestication is permitted by its organic law, by filing articles of domestication with articles of incorporation attached (ss. 607.11920(1), 607.11922).source | A domestic corporation may become a foreign corporation under a plan of domestication if the foreign corporation's organic law permits it; it must be current in annual reports (ss. 607.11920(2), 607.1622(12)).source | The FBCA uses “domestication” (s. 607.01401(23)); s. 607.1101(7) also uses “redomestication” for insurer moves under ss. 628.520 and 628.525, which it deems mergers.source | A domestic eligible entity other than a domestic corporation, or a foreign eligible entity, may convert into a domestic corporation; “eligible entity” is defined in s. 607.01401(28) (s. 607.11930(2)-(3)).source | A domestic corporation may convert into a domestic eligible entity other than a domestic corporation, or into a foreign eligible entity; “eligible entity” is defined in s. 607.01401(28) (s. 607.11930(1)).source | Conversions to or from a foreign eligible entity, and domestications in either direction, require that the foreign entity's organic law permit the transaction (ss. 607.11930(1)(b), (3), 607.11920(1)-(2)).source |
| Georgia | A Georgia business corporation may convert to a Georgia LLC or LP after board adoption and shareholder approval, or to a listed foreign entity if destination law permits and foreign-conversion procedures are met.source | The listed entity types may convert into a Georgia business corporation after the stated approval and Secretary of State filing requirements are satisfied.source | Georgia uses its conversion procedure for a foreign business corporation becoming a Georgia business corporation; the statute calls the transaction an election or conversion.source | Georgia uses its conversion procedure for a Georgia business corporation becoming the same type under another jurisdiction, if that jurisdiction permits it.source | The Georgia provisions use the terms “conversion” and “election,” including for a same-type move to another jurisdiction.source | The inbound-conversion provision lists the entity types eligible to become a Georgia business corporation.source | A Georgia business corporation may become the listed domestic or foreign entity types under the applicable target or outbound conversion provision.source | An outbound conversion of a Georgia business corporation requires the destination jurisdiction's law to permit the conversion.source |
| Hawaii | A Hawaii corporation may convert to a foreign corporation or another entity if § 414-271(a)'s five conditions are met, including shareholder approval and permission under destination law.source | A foreign corporation or other entity may convert to a Hawaii corporation if its home-jurisdiction law permits the conversion and the transaction complies with that law.source | Hawaii treats a foreign corporation's move into Hawaii as a conversion, allowed when its home-jurisdiction law permits it and the transaction complies with that law.source | Hawaii treats a corporation's move to foreign corporation status as a conversion; § 414-271(a)'s five conditions apply.source | The Hawaii Business Corporation Act uses the term “conversion,” including for moves into and from foreign corporation status.source | Eligible sources include foreign corporations and the domestic or foreign entity types within HRS § 414-3's broad “entity” definition.source | A Hawaii corporation may target a foreign corporation or another entity within HRS § 414-3's broad “entity” definition, subject to the conversion conditions.source | The destination law must permit an outbound conversion, and an inbound converter must be permitted by and comply with its home-jurisdiction law.source |
| Iowa | An Iowa corporation may convert to a domestic eligible entity or to a foreign eligible entity if that foreign entity's organic law permits the conversion.source | A domestic eligible entity may convert into an Iowa corporation under its organic-law procedures or statutory fallbacks; a foreign eligible entity may do so if its organic law permits.source | A foreign corporation may domesticate into Iowa if its organic law permits and it files articles of domestication with Iowa-compliant articles of incorporation attached.source | An Iowa corporation may domesticate to a foreign jurisdiction if that jurisdiction's organic law permits, after plan adoption, shareholder approval and filing articles of domestication.source | Iowa uses the statutory terms 'conversion' and 'domestication' in the Business Corporation Act.source | Domestic or foreign nonprofit corporations and the unincorporated entity types defined in §490.140(58) are eligible conversion sources for an Iowa corporation.source | An Iowa corporation may convert to a domestic or foreign nonprofit corporation or an unincorporated entity type defined in §490.140(58).source | The other jurisdiction's organic law must permit a corporate domestication or a conversion involving a foreign eligible entity.source |
| Idaho | An Idaho business corporation may convert to a different domestic entity type; a foreign destination also requires authorization under that jurisdiction's law.source | A foreign entity may convert into an Idaho business corporation if its formation jurisdiction authorizes the conversion.source | A foreign business corporation may domesticate into Idaho if its formation jurisdiction authorizes the domestication.source | An Idaho business corporation may domesticate into a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Idaho uses the statutory term “domestication” for a same-type jurisdiction change.source | A foreign statutory “entity” of a different type may convert into an Idaho business corporation, subject to the foreign-law condition.source | An Idaho business corporation may convert to any different statutory “entity” type, with a foreign-law condition for a foreign target.source | A cross-jurisdiction conversion or domestication must be authorized by the relevant foreign jurisdiction's law.source |
| Illinois | A domestic corporation may convert to a domestic entity of a different type, or to a foreign entity of a different type if the foreign jurisdiction's law authorizes it (805 ILCS 415/201(a); 805 ILCS 5/1.63).source | A domestic entity of another type may convert into an Illinois corporation; a foreign one may do so if its home jurisdiction's law authorizes it (805 ILCS 415/201(a)-(b); 805 ILCS 5/1.63).source | A foreign business corporation may become an Illinois corporation by domestication if the law of its jurisdiction of organization authorizes it (805 ILCS 415/301(b); 805 ILCS 5/1.63).source | An Illinois corporation may domesticate as a corporation of a foreign jurisdiction if that jurisdiction's law authorizes it, after approving a plan of domestication (805 ILCS 415/301(a), 302; 805 ILCS 5/1.63).source | Illinois uses 'domestication' (Entity Omnibus Act Art. 3) for an entity moving its jurisdiction while keeping its type; a change of type, including across jurisdictions, is a 'conversion' (Art. 2).source | Domestic or (if their law allows) foreign medical, nonprofit and professional service corporations, general partnerships (incl. LLPs), limited partnerships (incl. LLLPs) and LLCs may convert into an Illinois corporation (805 ILCS 415/201).source | An Illinois corporation may convert into domestic or (if that law allows) foreign medical, nonprofit and professional service corporations, general partnerships (incl. LLPs), limited partnerships (incl. LLLPs) and LLCs (805 ILCS 415/201).source | Required: a conversion to or from a foreign entity, and a domestication into or out of Illinois, must be authorized by the law of the foreign jurisdiction (805 ILCS 415/201(a)(2), (b); 301(a)-(b)).source |
| Indiana | An Indiana business corporation may convert to a different domestic entity type, or to a different foreign type if the foreign jurisdiction authorizes it, subject to IC 23-0.6-4-1(c)-(e).source | A different domestic entity type may convert into an Indiana business corporation; a different foreign type may do so if its formation jurisdiction authorizes it, subject to IC 23-0.6-4-1(c)-(e).source | A foreign business corporation may become an Indiana business corporation by domestication if its formation jurisdiction authorizes the domestication and the IC 23-0.6-5 filing and approval rules are met.source | An Indiana business corporation may become the same entity type in a foreign jurisdiction by domestication if that jurisdiction authorizes it and the IC 23-0.6-5 plan, approval, and filing rules are met.source | Indiana uses the statutory term “domestication” for the same-type change of jurisdiction governed by IC 23-0.6-5.source | Entities of a different type may convert into an Indiana business corporation; the eligible source classes are the other listed for-profit entity types, excluding nonprofit corporations under IC 23-0.6-4-1(c),(e).source | An Indiana business corporation may convert to the other listed for-profit entity types; conversion to a nonprofit corporation is barred by IC 23-0.6-4-1(c), and nonprofit corporations may not convert.source | For a foreign conversion or domestication, Indiana requires authorization under the relevant foreign jurisdiction's law; an inbound foreign entity's formation law also must authorize the transaction.source |
| Kansas | A Kansas business corporation may convert to a different domestic entity type or, if the destination law authorizes it, a different foreign entity type.source | A different foreign entity type may convert into a Kansas business corporation if its jurisdiction of organization authorizes the conversion.source | A foreign business corporation may domesticate into Kansas if its jurisdiction of organization authorizes the domestication.source | A Kansas business corporation may domesticate into a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Kansas uses and defines the term domestication for a same-entity continuation under a different jurisdiction's organic law.source | The Act's entity definition supplies the types that may convert into a Kansas business corporation; conversion requires a different type.source | The Act's entity definition supplies the types into which a Kansas business corporation may convert; conversion requires a different type.source | A conversion involving a foreign jurisdiction requires authorization under that jurisdiction's law.source |
| Kentucky | A Kentucky corporation may convert into an LLC or statutory trust under the named target-entity statutes.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Stated corporate conversion targets are a limited liability company and statutory trust.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source |
| Louisiana | A domestic Louisiana business corporation may convert to a domestic unincorporated entity, or to a foreign unincorporated entity if the destination law permits.source | A domestic unincorporated entity may convert into a Louisiana business corporation; a foreign unincorporated entity may do so only if its organic law authorizes the move.source | A foreign business corporation may domesticate into Louisiana only if its organic law permits and it files compliant articles of domestication.source | A domestic Louisiana business corporation may domesticate in a foreign jurisdiction only if that jurisdiction permits it and the corporation adopts, approves, and files the required plan and charter surrender.source | Louisiana uses the term “domestication” for a business corporation's same-type jurisdictional move.source | Domestic and foreign unincorporated entities of the listed types may convert into a Louisiana business corporation, subject to the foreign entity's organic law.source | A domestic Louisiana business corporation may convert into the listed domestic or foreign unincorporated entity types, subject to foreign destination law.source | A corporation's cross-jurisdiction domestication or conversion requires authorization under the applicable foreign jurisdiction's law or the foreign entity's organic law.source |
| Massachusetts | A Massachusetts business corporation may convert to a domestic other entity or, if destination law permits, a foreign other entity.source | A domestic other entity may convert to a Massachusetts corporation; a foreign other entity may do so if its organic law authorizes the conversion.source | A foreign business corporation may domesticate into Massachusetts if its organic law permits the domestication.source | A Massachusetts business corporation may domesticate in a foreign jurisdiction if that jurisdiction's law permits the domestication.source | The Massachusetts Business Corporation Act uses “domestication” for a same-form jurisdictional move.source | Domestic or foreign forms within ch. 156D's “other entity” definition may convert into a Massachusetts business corporation, subject to §9.50.source | A Massachusetts corporation may convert to a domestic or foreign form within ch. 156D's “other entity” definition, subject to §9.50.source | Foreign conversion and domestication require authorization by the relevant foreign jurisdiction's law or the foreign entity's organic law.source |
| Maryland | A Maryland corporation may convert to an other entity through the statutory approval procedure and any additional charter requirements.source | An other entity may convert to a Maryland corporation using the approval method and vote required by its governing document and organizing law.source | Maryland treats a foreign corporation becoming a Maryland corporation having capital stock as a conversion: § 3-902 approval, then articles of conversion and articles of incorporation.source | Maryland treats a Maryland corporation becoming a foreign corporation as a conversion: § 3-902 approval, then articles of conversion, unless the charter provides otherwise.source | The Maryland General Corporation Law uses the term “conversion” for this transaction.source | The eight listed entity types, from a foreign corporation to an unincorporated business, may convert into a Maryland corporation having capital stock.source | A Maryland corporation may convert into any of the eight listed entity types, from a foreign corporation to an unincorporated business, unless its charter provides otherwise.source | An inbound entity must use the approval manner and vote required by its governing document and the law of its place of organization.source |
| Maine | Maine conditionally authorizes entity conversion out of a domestic business corporation within the defined unincorporated-entity universe.source | Maine conditionally authorizes entity conversion into a domestic business corporation within the defined unincorporated-entity universe.source | A foreign business corporation may domesticate into Maine only when its organic law permits the domestication.source | A Maine business corporation may domesticate to another jurisdiction only when that jurisdiction permits it and Maine's plan-approval procedure is followed.source | The Maine Business Corporation Act uses the term domestication for a corporation's same-type home-jurisdiction move.source | Domestic and qualifying foreign unincorporated entities may convert into a Maine business corporation; the definition lists the principal eligible forms.source | A Maine business corporation may convert into a domestic or qualifying foreign unincorporated entity within the statutory definition.source | The other jurisdiction's law must permit an interstate corporation domestication or the covered foreign unincorporated-entity conversion.source |
| Michigan | A Michigan corporation may convert into a business organization if destination law permits and the plan, approval, formation-document, and certificate requirements are met.source | A business organization may convert into a Michigan corporation if source law permits and the approval, certificate, and articles requirements are met.source | A foreign corporation may become a Michigan corporation through conversion when source law permits and all stated requirements are met.source | A Michigan corporation may become a foreign corporation through conversion when destination law permits and all stated requirements are met.source | The Business Corporation Act calls the same-type foreign-to-domestic and domestic-to-foreign routes conversion, not domestication.source | The inbound class includes domestic or foreign LLCs, limited and general partnerships, and other domestic or foreign incorporated or unincorporated enterprises, but not a domestic corporation.source | The outbound class includes domestic or foreign LLCs, limited and general partnerships, and other domestic or foreign incorporated or unincorporated enterprises, but not a domestic corporation.source | Outbound conversion requires destination-law permission; inbound conversion requires source-law permission and compliance.source |
| Minnesota | A Minnesota business corporation may convert to the permitted organization forms if the other governing statute authorizes the transaction and the stated approval and filing rules are met.source | A permitted organization may convert into a Minnesota business corporation if its governing statute authorizes the transaction and the Minnesota filing rule is satisfied.source | A foreign business corporation may move its home jurisdiction into Minnesota through the statute's stated procedure and paired-jurisdiction conditions.source | A Minnesota business corporation may move its home jurisdiction out of Minnesota through the statute's stated procedure and paired-jurisdiction conditions.source | Minnesota uses conversion, domiciled for a same-type change of home jurisdiction involving a business corporation.source | The organization definition and inbound conversion clause state the source-organization scope for conversion into a Minnesota business corporation.source | The organization definition and outbound conversion clause state the target-organization scope for a Minnesota business corporation conversion.source | The other organization's governing statute must authorize the conversion, and the transaction may not be prohibited by the governing jurisdictions' law.source |
| Missouri | A Missouri corporation may convert to the listed business forms, including a foreign corporation.source | An “other entity,” including an LLC, LP, or foreign corporation, may convert to a Missouri corporation.source | Missouri calls the procedure a conversion: a foreign corporation may convert into a Missouri corporation.source | Missouri calls the procedure a conversion: a Missouri corporation may convert into a foreign corporation.source | Missouri uses “conversion,” including for a Missouri corporation becoming a foreign corporation.source | Missouri's inbound-corporation conversion rule reaches LLCs, LPs, listed trusts and associations, other unincorporated businesses, and foreign corporations.source | A Missouri corporation may convert to the listed LLC, partnership, trust, association, unincorporated-business, or foreign-corporation forms.source | The captured conversion provisions state no requirement that the other jurisdiction's law authorize the conversion.source |
| Mississippi | A Mississippi business corporation may convert to a different entity type; a foreign target also requires authorization under its formation law and prior Article 5 compliance.source | A foreign entity may convert into a Mississippi business corporation of a different type only after Article 5 domestication and authorization under its formation law.source | A foreign business corporation may domesticate into Mississippi as the same entity type if its formation jurisdiction authorizes the domestication.source | A domestic Mississippi business corporation may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the domestication.source | The Mississippi statute uses and defines the term “domestication.”source | Eligible conversion sources are the § 79-37-102(12) entity types other than business corporation; charitable organizations may not convert.source | Eligible conversion targets are the § 79-37-102(12) entity types other than business corporation; charitable organizations may not convert.source | For domestication, Mississippi requires the relevant foreign jurisdiction's law to authorize the transaction.source |
| Montana | A Montana business corporation may convert to a domestic eligible entity or, if its organic law permits, a foreign eligible entity.source | A domestic or foreign eligible entity may convert to a Montana business corporation subject to its organic-law authorization and the part 9 filing rules.source | A foreign business corporation may become a Montana corporation if the foreign corporation's organic law permits and the statutory approval and filing rules are met.source | A Montana business corporation may become a foreign corporation if the foreign corporation's organic law permits and the statutory approval and filing rules are met.source | The Montana Business Corporation Act uses and defines the term “domestication.”source | The corporation conversion provisions use “eligible entity,” defined as a domestic or foreign unincorporated entity or nonprofit corporation, for conversions into a corporation.source | The corporation conversion provisions use “eligible entity,” defined as a domestic or foreign unincorporated entity or nonprofit corporation, for conversions from a corporation.source | Foreign conversion and domestication require permission under the relevant foreign entity's organic law.source |
| North Carolina | North Carolina conditionally authorizes conversion out of a domestic CORP when the governing entity law permits it.source | North Carolina conditionally authorizes conversion into a domestic CORP when the governing entity law permits it.source | A foreign CORP may become a North Carolina CORP through the statute's conversion procedure when its governing law permits it.source | A North Carolina CORP may become a foreign CORP through conversion when the destination law permits it.source | The North Carolina CORP statute uses conversion, rather than domestication, for covered same-form interstate moves.source | The CORP inbound-conversion provision uses the statute's defined domestic-and-foreign entity universe, excluding only the domestic destination form.source | A domestic CORP may convert to a different entity in the statute's defined domestic-and-foreign entity universe.source | The law governing the converting or resulting foreign entity must permit the conversion, and the converting entity must comply with applicable law.source |
| North Dakota | A North Dakota business corporation may convert to another organization other than a general partnership if the other organization's governing law authorizes and permits it.source | An organization other than a business corporation may convert into a North Dakota business corporation if the other organization's governing law authorizes and permits it.source | North Dakota treats the inbound same-type jurisdiction move as a conversion involving a foreign business corporation, subject to the other organization's governing law.source | North Dakota treats the outbound same-type jurisdiction move as a conversion involving a foreign business corporation, subject to the other organization's governing law.source | The North Dakota business corporation statute uses the term “conversion” for a same-type jurisdiction move involving its foreign counterpart.source | The statutory organization types other than a business corporation, excluding the listed nonprofit forms, may be sources for conversion into that entity type.source | A North Dakota business corporation may convert to another statutory organization type other than a general partnership, subject to the nonprofit exclusions.source | The other organization's governing statute must authorize the conversion, the enacting jurisdiction's law must not prohibit it, and the organization must comply with that statute.source |
| Nebraska | A Nebraska business corporation may convert to a domestic unincorporated entity or to a foreign unincorporated entity whose jurisdiction permits it.source | A domestic or foreign unincorporated entity may convert to a Nebraska business corporation under the applicable organic-law conditions.source | A foreign business corporation may domesticate into Nebraska only if its organic law permits the domestication.source | A Nebraska business corporation may domesticate elsewhere if the destination law permits it and the corporation adopts a plan under Nebraska law.source | Nebraska's corporation statute uses the terms entity conversion and domestication.source | Domestic or foreign qualifying unincorporated entities may be conversion sources for a Nebraska business corporation.source | A Nebraska business corporation may convert to a qualifying domestic or foreign unincorporated entity.source | Foreign conversion and domestication routes depend on authorization or permission under the other jurisdiction's law.source |
| New Hampshire | A New Hampshire corporation may convert to a domestic unincorporated entity or, if destination law permits, a foreign unincorporated entity.source | A domestic unincorporated entity may convert to a New Hampshire corporation; a foreign one may do so if its organic law authorizes it.source | A foreign business corporation may domesticate into New Hampshire only if its organic law permits the domestication.source | A New Hampshire corporation may domesticate into a foreign jurisdiction if that jurisdiction permits the domestication.source | The Business Corporation Act uses the term domestication for a same-form jurisdictional move.source | Domestic or foreign unincorporated entities within the Act's definition may convert into a New Hampshire corporation.source | A New Hampshire corporation may convert to a domestic or foreign unincorporated entity within the Act's definition.source | Foreign conversions require authorization under the law or organic law governing the foreign unincorporated entity.source |
| New Jersey | A New Jersey corporation may convert to another entity after the board adopts a plan and all outstanding shares approve it.source | An eligible other entity may convert into a New Jersey corporation after the plan and certificate of incorporation receive the required authorization.source | A foreign corporation may become a New Jersey corporation through the statute's conversion procedure.source | A New Jersey corporation may become a foreign corporation through the statute's conversion procedure.source | The corporation act uses “conversion,” including for foreign-corporation same-type jurisdiction moves.source | The statute's complete “other entity” definition lists the source types that may convert into a New Jersey corporation.source | The statute's complete “other entity” definition lists the target types to which a New Jersey corporation may convert.source | The complete corporate-conversion provisions do not require paired-jurisdiction authorization or nonprohibition.source |
| New Mexico | A New Mexico corporation may convert to a New Mexico LLC after the stated approval, agreement, and filing steps.source | A New Mexico LLC may convert into a New Mexico corporation after the stated approval, agreement, and filing steps.source | No statutory authorization was located for an inbound same-type jurisdictional move of a New Mexico business corporation.source | No statutory authorization was located for an outbound same-type jurisdictional move of a New Mexico business corporation.source | No operative domestication, continuance, or redomestication term was located for a New Mexico business corporation.source | A domestic New Mexico LLC is the different entity type identified for conversion into a New Mexico corporation.source | A New Mexico corporation may convert to a New Mexico LLC under the Limited Liability Company Act.source | No paired-jurisdiction authorization condition was stated for conversion of a New Mexico business corporation.source |
| Nevada | NRS 92A.105(1) lets a domestic corporation convert into a different-type domestic entity or a foreign entity; NRS 92A.195(2) conditions the foreign-entity case on the destination jurisdiction's law permitting it.source | NRS 92A.195(1) lets a foreign entity of any type convert into a domestic corporation if the foreign jurisdiction's law permits it and the parties comply with NRS 92A.205-240.source | NRS 92A.270 lets any 'undomesticated organization' (a term naming 'private law corporation') become domesticated in Nevada as a domestic corporation, on Secretary of State filing plus internal and foreign-law approval.source | Nevada has no separate outbound-domestication statute; a domestic corporation moving to another jurisdiction without changing type does so as a conversion into a 'foreign entity' under NRS 92A.105(1)/92A.195(2).source | Chapter 92A's title and NRS 92A.270's heading use 'domestication' for an inbound jurisdiction-only move; an outbound same-type move is done as a 'conversion' (NRS 92A.105/195).source | Any foreign or domestic corporation (for-profit or not), LLC, LP, business trust, or general partnership may convert into a domestic corporation; a domestic nonprofit corporation may not be the converting (source) entity.source | A domestic corporation may convert into any 'entity' as chapter 92A defines that term: a corporation (for-profit or not), LLC, LP, or business trust, foreign or domestic.source | Both conversion directions require the other jurisdiction's law to permit the transaction (NRS 92A.195(1)(a), (2)(a)); inbound domestication requires approval under 'applicable foreign law' (NRS 92A.270(6)(b)).source |
| New York | No provision authorizing a New York business corporation to convert into another entity type was located in the Business Corporation Law, the LLC Law or the Partnership Law.source | No provision authorizing another entity type to convert into a New York business corporation was located in the Business Corporation Law, the LLC Law or the Partnership Law.source | The Business Corporation Law has no procedure for a foreign corporation to domesticate or transfer into New York as a domestic corporation; a full-text search of all 250 sections found none.source | The Business Corporation Law has no procedure for a New York corporation to domesticate or transfer into another jurisdiction; a full-text search of all 250 sections found none.source | BCL § 1309 uses 'change of jurisdiction' only for an authorized foreign corporation whose jurisdiction of incorporation changed under other laws; no domestication, redomestication or reincorporation term appears.source | The Business Corporation Law provides no conversion into a New York business corporation, so no eligible source entity types are stated.source | The Business Corporation Law provides no conversion of a New York business corporation, so no eligible target entity types are stated.source | With no conversion or domestication procedure in the Business Corporation Law, no requirement that another jurisdiction's law permit such a transaction is stated.source |
| Ohio | A domestic Ohio corporation may convert to another domestic or foreign entity form when the receiving law permits it.source | A domestic or foreign entity may convert into a domestic Ohio corporation when its governing law permits it.source | A foreign corporation may become a domestic Ohio corporation through the statute's conversion procedure when its governing law permits.source | A domestic Ohio corporation may become a foreign corporation through conversion when the receiving jurisdiction's law permits.source | Ohio uses the term “conversion” for the statutory procedure that can accomplish a same-form move into or out of Ohio.source | Eligible inbound source types are the statute's listed domestic or foreign entity forms, subject to the target-form exclusions.source | Eligible outbound target types are the statute's listed domestic or foreign entity forms, subject to the source-form exclusions.source | The other entity's governing chapter or jurisdictional law must permit the conversion.source |
| Oklahoma | An Oklahoma corporation may convert to a statutory “entity”; board and shareholder approval applies, with added consent for shareholders becoming general partners.source | An entity within § 1090.4(A)'s defined class may convert to an Oklahoma corporation by the stated approval and simultaneous-filing procedure.source | A foreign corporation may become an Oklahoma corporation through the procedure the statute calls conversion.source | An Oklahoma corporation may become a foreign corporation through the procedure the statute calls conversion.source | The same-type interstate move is authorized under the statutory term “conversion,” not a separate domestication article.source | The inbound definition includes partnerships, foreign corporations, LLCs, and qualifying associations, trusts, or enterprises.source | The outbound definition includes partnerships, foreign corporations, LLCs, and qualifying associations, trusts, or enterprises.source | No paired-jurisdiction authorization condition is stated in the captured corporation conversion sections.source |
| Oregon | An Oregon business corporation may convert to a qualifying business entity in Oregon or another jurisdiction under the stated plan, filing, foreign-authorization, and compliance rules.source | A business entity within Oregon's statutory definition may convert into an Oregon business corporation by approving a plan and filing articles of conversion.source | Oregon calls the transaction a conversion: a foreign business corporation within the business-entity definition may convert into an Oregon business corporation through the stated plan and filing process.source | Oregon calls the transaction a conversion: an Oregon business corporation may convert into a foreign business corporation if the other jurisdiction permits it and all stated conditions are met.source | Oregon uses “conversion” for a same-type change of home jurisdiction involving a business corporation.source | The business-entity definition enumerates the entity forms eligible to convert into an Oregon business corporation, including qualifying forms organized under comparable foreign law.source | The business-entity definition enumerates the entity forms eligible as conversion targets for an Oregon business corporation, subject to the authorization clauses.source | For conversion of an Oregon business corporation into an entity organized in another jurisdiction, that jurisdiction's law must permit the conversion.source |
| Pennsylvania | A Pennsylvania business corporation may convert to a different domestic type or banking institution, and to a different foreign type if the foreign law authorizes it.source | A foreign association of a different type may convert into a Pennsylvania business corporation if its formation jurisdiction authorizes the conversion.source | A foreign business corporation may domesticate into Pennsylvania as the same type because Title 15 provides for forming that type.source | A Pennsylvania business corporation may domesticate to the same type in a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Pennsylvania uses and defines the statutory terms “conversion” and “domestication.”source | Sources into a Pennsylvania business corporation include the other Title 15 entity types and a domestic banking institution; foreign associations must be a different type.source | A Pennsylvania business corporation may target the other Title 15 entity types or a domestic banking institution; a foreign target must be a different type.source | For a conversion involving a foreign association, the relevant foreign jurisdiction's law must authorize the conversion.source |
| Rhode Island | A Rhode Island corporation may convert to the listed entity and business forms.source | An entity within the statutory definition may convert to a Rhode Island corporation.source | A foreign corporation may become a Rhode Island corporation through the statute's conversion procedure.source | A Rhode Island corporation may become a foreign corporation through the statute's conversion procedure.source | The corporation act uses “conversion,” including for a move to a foreign corporation.source | The inbound definition includes LLCs, partnerships, trusts, other unincorporated entities, and foreign corporations.source | A Rhode Island corporation may convert to the listed LLC, partnership, trust, other entity, or foreign-corporation forms.source | The corporation conversion provisions do not state that the other jurisdiction must authorize the transaction.source |
| South Carolina | A South Carolina corporation may convert to an LLC, partnership, or limited partnership.source | A partnership, limited partnership, or LLC may convert to a South Carolina corporation.source | A foreign corporation may become a South Carolina corporation by filing articles of domestication and the required initial annual report, then making the former-state filing within five business days.source | No express procedure authorizing a South Carolina corporation to domesticate out as a foreign corporation was located in the complete captured corporation provisions.source | South Carolina uses the statutory term “domestication” for a foreign corporation becoming domestic.source | Partnerships, limited partnerships, and LLCs may convert into South Carolina corporations.source | A South Carolina corporation may convert into an LLC, partnership, or limited partnership.source | South Carolina's corporation conversion and inbound-domestication provisions do not state that the other jurisdiction must authorize the transaction.source |
| South Dakota | A South Dakota business corporation may convert to a domestic unincorporated entity; conversion to a foreign unincorporated entity requires permission under the foreign jurisdiction's law.source | A domestic unincorporated entity may convert to a South Dakota business corporation; a foreign unincorporated entity must be authorized by its organic law.source | A foreign business corporation may domesticate into South Dakota only if its organic law permits domestication.source | A South Dakota business corporation may domesticate elsewhere if the foreign jurisdiction permits it and the corporation adopts a plan under South Dakota law.source | The South Dakota corporation statute uses entity conversion and domestication.source | A domestic or foreign unincorporated entity within the statute's full definition may be a conversion source for a South Dakota business corporation.source | A South Dakota business corporation may convert to a domestic or foreign unincorporated entity within the statute's full definition.source | Foreign conversion and domestication routes require permission or authorization under the other jurisdiction's law.source |
| Tennessee | A Tennessee business corporation may convert to a domestic unincorporated entity or, if destination law permits, a foreign one.source | A domestic unincorporated entity may convert into a Tennessee corporation; a foreign one may do so if its organic law authorizes the move.source | No procedure authorizing a foreign business corporation to become a Tennessee corporation was located in the captured transaction chapter.source | No procedure authorizing a Tennessee business corporation to become a foreign business corporation was located in the captured transaction chapter.source | The captured corporate transaction chapter states no operative term for a same-form jurisdictional move.source | Domestic or foreign unincorporated entities within the full statutory definition may convert into a Tennessee corporation.source | A Tennessee corporation may convert to a domestic or foreign unincorporated entity within the full statutory definition.source | Foreign outbound and inbound conversions require permission under the law or organic law of the foreign jurisdiction.source |
| Texas | A Texas for-profit corporation may convert into a different type of domestic entity or a non-code organization by plan of conversion, subject to the converted entity's governing law and owner-consent limits (BOC §10.101).source | A domestic entity of a different type, or a non-code organization whose own law or governing documents permit it, may convert into a Texas corporation; a nonprofit corporation or association may not convert into a for-profit entity.source | A foreign corporation may become a Texas corporation by converting as a non-code organization under BOC §10.102, a continuance its home law may treat as a domestication, continuance or transfer, if its own law or documents permit it.source | A Texas corporation may continue as a foreign corporation by converting into a non-code organization under BOC §10.101; it may not take effect if prohibited by or inconsistent with the law of the new jurisdiction.source | Texas uses 'conversion', defined to include a continuance another jurisdiction may treat as a domestication, continuance or transfer, and 'conversion and continuance' for non-U.S. moves (BOC §§1.002(10), 10.1025).source | A Texas corporation may result from conversion of a domestic entity of another type or a non-code organization (an organization other than a domestic entity); a nonprofit corporation or association may not convert into a for-profit entity.source | A Texas corporation may convert into a different type of domestic entity or into a non-code organization, defined as any organization other than a domestic entity (BOC §§10.101(a), 1.002(56)).source | A conversion may not take effect if prohibited by or inconsistent with the converted entity's governing law, and a non-code organization's conversion must be permitted by its own law or governing documents (BOC §§10.101(d), 10.102(c)).source |
| Utah | A Utah business corporation may convert to a different domestic entity type, or to a foreign type if the destination law authorizes the conversion.source | A different foreign entity type may convert into a Utah business corporation if its formation jurisdiction authorizes the conversion; domestic sources use Section 902(1).source | A foreign business corporation may domesticate into Utah as the same entity type if its formation jurisdiction authorizes the domestication.source | A Utah business corporation may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the domestication.source | Utah uses the term 'domestication' for a same-type jurisdictional move of a business corporation.source | Any statutory entity type other than a business corporation may be a conversion source; foreign sources also need authorization under their formation law.source | A Utah business corporation may convert to any other statutory entity type; a foreign target also requires authorization under its formation law.source | Foreign conversion and domestication involving a Utah business corporation require authorization under the paired foreign jurisdiction's law.source |
| Virginia | A Virginia stock corporation may convert to a domestic eligible entity or, if destination law permits, a foreign eligible entity.source | A domestic eligible entity, or a foreign eligible entity whose organic law permits, may convert into a Virginia stock corporation.source | A foreign corporation may domesticate into Virginia if its organic law permits the domestication.source | A Virginia corporation not required to remain domestic may domesticate out if the resulting corporation's organic law permits it.source | The Stock Corporation Act uses domestication for same-type jurisdiction changes and conversion for entity-type changes.source | Eligible sources are domestic or foreign unincorporated entities and domestic or foreign nonstock corporations, as defined by the Act.source | A Virginia stock corporation may convert to a domestic or foreign unincorporated entity or nonstock corporation within the defined eligible-entity class.source | Foreign conversion and domestication routes require permission under the foreign entity's organic law.source |
| Vermont | A Vermont corporation may convert to a different type of domestic organization after approving a plan and filing a statement of conversion.source | A domestic organization may convert to a Vermont corporation; a foreign noncorporate organization may do so when its formation law authorizes the conversion.source | A foreign corporation may domesticate into Vermont if its governing statute and organizational documents permit it and it completes the plan, approval, and filing requirements.source | A Vermont corporation may domesticate as a foreign corporation if its organizational documents permit it and it completes the statutory plan, approval, filing, and surrender steps.source | Vermont uses “domestication” for a corporation's same-type move between jurisdictions.source | The statute's complete organization definition supplies the domestic source types; the foreign route excludes a foreign corporation and requires authorization under its formation law.source | A Vermont corporation may convert to any different domestic organization within the statute's complete organization definition.source | A foreign noncorporate source may convert into a Vermont corporation only if its jurisdiction-of-formation law authorizes the conversion; domestic routes do not state that condition.source |
| Washington | A Washington domestic corporation may convert into an other entity when the other entity's organic law permits the conversion and the statutory approval and filing steps are completed.source | An other entity may convert into a Washington domestic corporation when its organic law permits the conversion and its approval procedure is followed.source | Washington treats a foreign corporation becoming a domestic corporation as an entity conversion because the defined term “other entity” includes foreign corporations.source | Washington treats a domestic corporation becoming a foreign corporation as an entity conversion because the defined term “other entity” includes foreign corporations.source | The corporation statute uses “entity conversion” for the transaction, including same-type foreign and domestic corporate moves.source | The defined source class includes foreign corporations and the listed partnership, LLC, joint-venture, trust, and profit unincorporated-association forms, subject to the stated exclusions.source | A domestic corporation may convert to an “other entity,” including a foreign corporation and the listed partnership, LLC, joint-venture, trust, and profit unincorporated-association forms.source | The conversion must be permitted by the organic law of the other entity.source |
| Wisconsin | A Wisconsin corporation may convert to another domestic entity type or any foreign entity type when both governing laws permit and the statutory procedures are met.source | A foreign or domestic entity other than a Wisconsin corporation may convert to one when source law permits and the definition, plan, approval, and filing rules are met.source | A foreign corporation may become a Wisconsin corporation through the statute's conversion procedure when source law and the stated requirements are satisfied.source | A Wisconsin corporation may become a foreign corporation through conversion when destination law and the stated plan, approval, and filing requirements are satisfied.source | Chapter 180 uses “conversion” for same-type foreign moves and “domestication” for its separate dual-status non-U.S. procedure.source | The inbound class is any listed entity other than a Wisconsin corporation; the statutory entity definition expressly includes a foreign corporation.source | A Wisconsin corporation may convert to another domestic entity type or any foreign entity type; the entity definition includes a foreign corporation.source | Outbound conversion requires both governing laws to permit it; inbound conversion requires permission under the converting entity's governing law.source |
| West Virginia | A domestic West Virginia corporation may convert to a domestic West Virginia limited liability company.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | The located outbound conversion procedure permits a domestic West Virginia corporation to convert to a domestic West Virginia LLC.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source |
| Wyoming | A WY corporation may convert to a domestic LLC (W.S. 17-16-1115(a)) and, under W.S. 17-26-101, to any other domestic or foreign entity; conversion to an LLC follows shareholder approval.source | Under W.S. 17-26-101(a) any entity may convert to any other entity, including a WY corporation; a foreign entity may convert into a domestic entity only if its organizational documents authorize it.source | A U.S.-state corporation (not an insurer or financial institution) may domesticate by filing articles of domestication (W.S. 17-16-1801); a foreign corporation may continue if its jurisdiction acknowledges domicile ended.source | A WY corporation may transfer to another jurisdiction if the board adopts and shareholders approve a transfer resolution and that jurisdiction's laws authorize it, via a certificate of transfer (W.S. 17-16-1720).source | The WBCA uses "domestication", "continuance" and "transfer" (art. 18 heading) and refers to "transfer of domicile" (W.S. 17-16-1720(h)).source | Under W.S. 17-26-101 any "entity" (one authorized to be formed under Title 17, organized in WY or under another state's functionally equivalent law) may convert into another entity, including a corporation.source | A WY corporation may convert to a domestic LLC (W.S. 17-16-1115(a)), to any other entity under W.S. 17-26-101(a), or to any form of foreign entity recognized in that jurisdiction (W.S. 17-26-101(b)).source | A transfer out requires authorization by the other jurisdiction's laws (W.S. 17-16-1720(a)); continuance in requires that jurisdiction to acknowledge termination of domicile (W.S. 17-16-1810(a)).source |
Source: 51 US jurisdictions (50 states plus DC). Each source link opens the authority for its cell. The page source record lists the capture date and snapshot for every cell.
Field definitions
- Outbound conversion posture
- Whether the act states a rule for a domestic entity converting into another entity or jurisdiction.
- Inbound conversion posture
- Whether the act states a rule for another entity or foreign entity converting into a domestic entity.
- Inbound domestication
- What the act states about a foreign entity becoming a domestic entity without changing its entity type.
- Outbound domestication
- What the act states about a domestic entity becoming a foreign entity without changing its entity type.
- Term used for redomiciliation
- The conversion, domestication, continuance or other terminology stated in the captured act text.
- Eligible source entity types
- Which converting or domesticating source entity types the captured act text identifies.
- Eligible target entity types
- Which converted or domesticated target entity types the captured act text identifies.
- Paired-jurisdiction rule
- Whether the captured act text conditions the transaction on authorization under the other jurisdiction's law.
Direction and eligible entity types — limited partnership
These limited-partnership fields separate transaction direction, domestication wording and entity-type eligibility.
| Jurisdiction | Outbound conversion posture | Inbound conversion posture | Inbound domestication | Outbound domestication | Term used for redomiciliation | Eligible source entity types | Eligible target entity types | Paired-jurisdiction rule |
|---|---|---|---|---|---|---|---|---|
| Alaska | An Alaska limited partnership may convert to a different domestic entity type, or to a different foreign type if the foreign jurisdiction authorizes the conversion.source | A foreign entity may convert into an Alaska limited partnership of a different type if its home-jurisdiction law authorizes the conversion and AS 10.55 is followed.source | A foreign limited partnership may domesticate into Alaska as the same entity type if its home-jurisdiction law authorizes the move and AS 10.55 is followed.source | An Alaska limited partnership may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the move and AS 10.55 is followed.source | Alaska uses the statutory term “domestication” for a same-entity continuation into another jurisdiction.source | The AS 10.55 entity definition supplies the different entity types that may convert into an Alaska limited partnership; AS 10.55.110 excludes specified regulated and public entities.source | The AS 10.55 entity definition supplies the different entity types that may result from an Alaska limited partnership; AS 10.55.110 excludes specified regulated and public entities.source | For a cross-jurisdiction conversion or domestication, Alaska requires the foreign jurisdiction's law to authorize the transaction.source |
| Alabama | An Alabama limited partnership may convert to another organization if the three conditions in § 10A-9A-10.02(a) are met.source | Another organization may convert to an Alabama limited partnership if the three conditions in § 10A-9A-10.02(a) are met.source | Alabama treats a foreign-to-Alabama same-type move as a conversion and requires the foreign jurisdiction’s law to permit it.source | Alabama treats a Alabama-to-foreign same-type move as a conversion and requires the foreign jurisdiction’s law to permit it.source | Title 10A defines conversion to include domestication and continuance between domestic and foreign entities.source | The Alabama Limited Partnership Law defines the non-limited partnership organizations that may convert into an Alabama limited partnership.source | The Alabama Limited Partnership Law defines the non-limited partnership organizations into which an Alabama limited partnership may convert.source | The other organization’s governing statute must authorize the conversion, and neither governing jurisdiction may prohibit it.source |
| Arkansas | Arkansas conditionally authorizes conversion out of a domestic LP under the other organization's governing law.source | Arkansas conditionally authorizes conversion into a domestic LP under the other organization's governing law.source | A same-type interstate LP move into Arkansas is handled as a conversion and remains subject to the other jurisdiction's law.source | A same-type interstate LP move out of Arkansas is handled as a conversion and remains subject to the other jurisdiction's law.source | The Arkansas LP statute uses conversion for the covered entity-form and interstate moves.source | The LP conversion subchapter defines a broad domestic-and-foreign organization universe.source | A domestic LP may convert within the subchapter's defined organization universe.source | The other organization's governing statute must authorize the conversion, and its jurisdiction's law must not prohibit it.source |
| Arizona | A domestic Arizona limited partnership may convert to a different entity type; a foreign destination is available only when its law authorizes the conversion.source | A different domestic entity type may convert into an Arizona limited partnership; a foreign source entity may do so only when its home law authorizes the conversion.source | A foreign limited partnership may domesticate into Arizona as the same type only when its home-jurisdiction law authorizes the domestication.source | A domestic Arizona limited partnership may domesticate into another jurisdiction as the same type only when the destination law authorizes the domestication.source | Arizona uses and defines the term “domestication” for the same-type jurisdictional move of a limited partnership.source | Each listed different entity type may convert into a domestic Arizona limited partnership under the Entity Restructuring Act.source | A domestic Arizona limited partnership may convert into each listed different entity type under the Entity Restructuring Act.source | For a conversion involving a foreign jurisdiction and an Arizona limited partnership, that jurisdiction's law must authorize the conversion.source |
| California | Conditional: a California LP may convert into a domestic or foreign other business entity (corporation, general partnership, LLC, business trust, REIT, association) only if the converted entity's law permits it (§ 15911.02).source | Conditional: a domestic or foreign other business entity (corporation, general partnership, LLC, business trust, REIT, association) may convert into a California LP only if its governing law authorizes it (§ 15911.08(a)).source | Conditional: a foreign LP may become a California LP through a conversion under § 15911.08, only if the law under which it is organized authorizes it; the Act does not use the term domestication.source | Conditional: a California LP may convert into a foreign LP under § 15911.02 only if the foreign law expressly permits formation by conversion; proceedings follow that law and a certificate of conversion is filed.source | The LP Act calls a move between California and another jurisdiction a 'conversion' (a foreign LP can be the converting or converted entity, § 15911.01); it does not use domestication, transfer or continuance.source | Corporations, general partnerships, LLCs, business trusts, REITs and non-nonprofit unincorporated associations (domestic or foreign) and foreign LPs may convert into a California LP (§§ 15911.01, 15911.08).source | A California LP may convert into a corporation, general partnership, LLC, business trust, REIT or non-nonprofit unincorporated association (domestic or foreign), or into a foreign LP (§§ 15911.01, 15911.02).source | Required: an outbound conversion needs the converted entity's law to expressly permit formation by conversion (§ 15911.02(b)(1)); an inbound one needs the converting entity's law to authorize it (§ 15911.08(a)).source |
| Colorado | A Colorado limited partnership may convert to another domestic entity form or a recognized foreign entity form under a statutory plan and approval process.source | A foreign entity may convert into a Colorado limited partnership if its governing documents and organic statutes do not prohibit the conversion and their requirements are met.source | Colorado treats a foreign limited partnership becoming domestic as a conversion, subject to the foreign entity's governing law and documents.source | Colorado treats a Colorado limited partnership becoming a foreign entity of the same type as a conversion; the foreign form must be recognized in the destination jurisdiction.source | For a general Colorado limited partnership transaction, Colorado's statute uses the term “conversion.”source | A domestic entity of another form or a foreign entity may be the source entity in a conversion resulting in a Colorado limited partnership.source | A Colorado limited partnership may convert into any other domestic entity form or any foreign entity form recognized in its jurisdiction.source | For an inbound foreign conversion, the foreign entity's governing documents and organic statutes must not prohibit it and all of their requirements must be met.source |
| Connecticut | A Connecticut limited partnership may convert to a different entity type; a foreign target requires authorization under that jurisdiction's law (§34-631(a)).source | An entity of a different type may convert into a Connecticut limited partnership; a foreign source's law or organic rules must authorize the conversion (§34-631).source | A foreign limited partnership may domesticate into Connecticut as the same type if its jurisdiction of organization authorizes it (§34-641(c)).source | A Connecticut limited partnership may domesticate to a foreign jurisdiction as the same type if that jurisdiction authorizes it (§34-641(b)).source | Connecticut uses “domestication” for a same-type move between Connecticut and another jurisdiction (§34-600(11)).source | Any different entity type within §34-600(12)'s defined categories may convert into a Connecticut limited partnership; foreign sources remain subject to §34-631(b).source | A Connecticut limited partnership may convert to a different type within §34-600(12)'s defined categories, domestically or in an authorizing foreign jurisdiction.source | Cross-border conversion or domestication requires authorization under the paired foreign jurisdiction's law; inbound conversion may also rely on the foreign entity's organic rules.source |
| District of Columbia | A domestic DC limited partnership may convert to a different domestic entity type or, if foreign law authorizes it, to a different foreign entity type.source | A foreign entity may convert into a domestic DC limited partnership of a different type if its formation jurisdiction authorizes the conversion.source | A foreign limited partnership may domesticate into DC when the stated foreign-law and statutory conditions are met.source | A domestic DC limited partnership may domesticate into a foreign jurisdiction when the stated foreign-law and statutory conditions are met.source | The statute uses the term “domestication” for a same-type change of governing jurisdiction.source | Any statutory “entity” type other than a limited partnership may convert into a domestic DC limited partnership, subject to § 29-204.01(b).source | A domestic DC limited partnership may convert into any other statutory “entity” type, subject to § 29-204.01(a).source | Foreign-jurisdiction conversion requires authorization under the applicable foreign jurisdiction's law.source |
| Delaware | Authorized: a domestic LP may convert to the listed types, a foreign LP or an LLC on § 17-219(b) approval, filing a certificate of conversion to non-Delaware entity for a non-Delaware result; the partnership agreement may deny the power.source | Authorized: an 'other entity' in § 17-217(a), including a foreign LP, may convert to a domestic LP after approval under its governing documents or law, including each person who will be a general partner, and the required filings.source | Conditional: § 17-215 domestication is limited to non-US entities (a foreign LP qualifies only if not formed under the law of a US jurisdiction); a foreign LP formed in the US converts in under § 17-217 instead.source | Conditional: § 17-216 transfer, domestication or continuance is limited to non-US jurisdictions ('other than any state', § 17-101(21)); a US move is a § 17-219(a) conversion to a foreign LP; the agreement may deny either power.source | DRULPA uses 'domestication' for non-US entities entering (§ 17-215), 'transfer', 'domestication' or 'continuance' for leaving to a non-US jurisdiction (§ 17-216), and 'conversion' for a foreign LP (§§ 17-217, 17-219).source | Eligible to convert into a domestic LP: corporations, statutory, business and common-law trusts, associations, REITs, any other entity, general partnerships (incl. LLPs), foreign LPs (incl. LLLPs) and LLCs (§ 17-217(a)).source | A domestic LP may convert to a corporation, statutory, business or common-law trust, association, REIT, any other entity, general partnership (incl. LLP), foreign LP (incl. LLLP) or LLC (§ 17-219(a)).source | No provision of DRULPA, including its conversion, domestication and transfer sections, requires that the other jurisdiction's law permit the transaction (complete search of 6 Del. C. ch. 17).source |
| Florida | A domestic LP may convert into another organization, other than a domestic LP, if that organization's governing law authorizes it, the enacting jurisdiction permits it and the organization complies with its law (s. 620.2102(1)).source | An organization other than a limited partnership may convert into a domestic LP if its governing law authorizes the conversion, the enacting jurisdiction permits it and it complies with that law (s. 620.2102(1)).source | The LP act has no domestication section; s. 620.2102(1) lets an “organization” (defined to include domestic and foreign LPs) convert into a Florida LP if its governing law authorizes it and the enacting jurisdiction permits it.source | The LP act has no domestication section; s. 620.2102(1) lets a domestic LP convert into another organization (including foreign ones) other than a domestic LP, if that organization's governing law authorizes it.source | No section of the Florida LP act (ch. 620, Part I) uses domestication, redomestication, redomiciliation or continuance; its cross-type and cross-border transaction is conversion (s. 620.2102) (complete search).source | Any “organization” other than a domestic LP may convert into an LP: corporations, partnerships, LPs, LLCs, trusts, associations, REITs and other organized persons, domestic or foreign; not-for-profits excluded (s. 620.2101(8)).source | A domestic LP may convert into any “organization” other than a domestic LP, domestic or foreign; a not-for-profit organization qualifies only as the converted organization (ss. 620.2102(1), 620.2101(8)).source | A conversion into or out of a domestic LP requires that the other organization's governing law authorize it and that the jurisdiction that enacted that law permit it (s. 620.2102(1)(a)-(b)).source |
| Georgia | A Georgia limited partnership may convert to a listed foreign entity if the destination jurisdiction permits the conversion and the statutory plan, approval, filing, and authority rules are met.source | The listed entity types may convert into a Georgia limited partnership after the stated approval and Secretary of State filing requirements are satisfied.source | Georgia uses its conversion procedure for a foreign limited partnership becoming a Georgia limited partnership; the statute calls the transaction an election or conversion.source | Georgia uses its conversion procedure for a Georgia limited partnership becoming the same type under another jurisdiction, if that jurisdiction permits it.source | The Georgia provisions use the terms “conversion” and “election,” including for a same-type move to another jurisdiction.source | The inbound-conversion provision lists the entity types eligible to become a Georgia limited partnership.source | A Georgia limited partnership may become the listed domestic or foreign entity types under the applicable target or outbound conversion provision.source | An outbound conversion of a Georgia limited partnership requires the destination jurisdiction's law to permit the conversion.source |
| Hawaii | A Hawaii limited partnership may convert to a foreign limited partnership or another entity if § 425E-1102(a)'s four conditions are met, including partner approval and permission under destination law.source | A foreign limited partnership or other entity may convert to a Hawaii limited partnership if its home-jurisdiction law permits the conversion and the transaction complies with that law.source | Hawaii treats a foreign limited partnership's move into Hawaii as a conversion, allowed when its home law permits it and the transaction complies with that law.source | Hawaii treats a limited partnership's move to foreign limited-partnership status as a conversion; § 425E-1102(a)'s four conditions apply.source | The Hawaii Uniform Limited Partnership Act uses the term “conversion,” including for moves into and from foreign limited-partnership status.source | Eligible sources include foreign limited partnerships and corporations, LLCs, general partnerships, LLPs, and associations within § 425E-1101's definition.source | A Hawaii limited partnership may target a foreign limited partnership or another business entity within HRS § 425E-1101's definition, subject to the conversion conditions.source | The destination law must permit an outbound conversion, and an inbound converter must be permitted by and comply with its home-jurisdiction law.source |
| Iowa | An Iowa limited partnership may convert to another organization if the other organization's governing statute authorizes and does not prohibit the conversion and the organization complies with that statute.source | An organization other than a limited partnership may convert into an Iowa limited partnership if the other organization's governing statute authorizes and does not prohibit the conversion and the organization complies with that statute.source | No inbound limited-partnership domestication, redomestication, continuance or domicile-transfer authorization was located in the complete Chapter 488 text.source | No outbound limited-partnership domestication, redomestication, continuance or domicile-transfer authorization was located in the complete Chapter 488 text.source | Chapter 488 uses 'conversion'; no domestication, redomestication, continuance or domicile-transfer term appears in the complete act.source | Any domestic or foreign organization in §488.1101(8), other than a limited partnership, may be a conversion source for an Iowa limited partnership.source | An Iowa limited partnership may convert to another domestic or foreign organization within the complete definition in §488.1101(8).source | Conversion requires the other organization's governing statute to authorize and not prohibit the conversion, and requires that organization to comply with its governing statute.source |
| Idaho | An Idaho limited partnership may convert to a different domestic entity type; a foreign destination also requires authorization under that jurisdiction's law.source | A foreign entity may convert into an Idaho limited partnership if its formation jurisdiction authorizes the conversion.source | A foreign limited partnership may domesticate into Idaho if its formation jurisdiction authorizes the domestication.source | An Idaho limited partnership may domesticate into a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Idaho uses the statutory term “domestication” for a same-type jurisdiction change.source | A foreign statutory “entity” of a different type may convert into an Idaho limited partnership, subject to the foreign-law condition.source | An Idaho limited partnership may convert to any different statutory “entity” type, with a foreign-law condition for a foreign target.source | A cross-jurisdiction conversion or domestication must be authorized by the relevant foreign jurisdiction's law.source |
| Illinois | A domestic limited partnership may convert to a domestic entity of a different type, or to a foreign one if the foreign jurisdiction's law authorizes it (805 ILCS 415/201(a); 805 ILCS 215/1102).source | A domestic entity of another type may convert into an Illinois limited partnership; a foreign one may if its home jurisdiction's law authorizes it (805 ILCS 415/201(a)-(b); 805 ILCS 215/1102).source | A foreign limited partnership may become an Illinois limited partnership by domestication if the law of its jurisdiction of organization authorizes it (805 ILCS 415/301(b); 805 ILCS 215/1102).source | An Illinois limited partnership may domesticate in a foreign jurisdiction if that jurisdiction's law authorizes it, after approving a plan of domestication (805 ILCS 415/301(a), 302; 805 ILCS 215/1102).source | Illinois uses 'domestication' (Entity Omnibus Act Art. 3) for an entity moving its jurisdiction while keeping its type; a change of type, including across jurisdictions, is a 'conversion' (Art. 2).source | Domestic or (if their law allows) foreign business, medical, nonprofit and professional service corporations, general partnerships (incl. LLPs) and LLCs may convert into an Illinois limited partnership (805 ILCS 415/201).source | An Illinois limited partnership may convert into domestic or (if that law allows) foreign business, medical, nonprofit and professional service corporations, general partnerships (incl. LLPs) and LLCs (805 ILCS 415/201).source | Required: a conversion to or from a foreign entity, and a domestication into or out of Illinois, must be authorized by the law of the foreign jurisdiction (805 ILCS 415/201(a)(2), (b); 301(a)-(b)).source |
| Indiana | An Indiana limited partnership may convert to a different domestic entity type, or to a different foreign type if the foreign jurisdiction authorizes it, subject to IC 23-0.6-4-1(c)-(e).source | A different domestic entity type may convert into an Indiana limited partnership; a different foreign type may do so if its formation jurisdiction authorizes it, subject to IC 23-0.6-4-1(c)-(e).source | A foreign limited partnership may become an Indiana limited partnership by domestication if its formation jurisdiction authorizes the domestication and the IC 23-0.6-5 filing and approval rules are met.source | An Indiana limited partnership may become the same entity type in a foreign jurisdiction by domestication if that jurisdiction authorizes it and the IC 23-0.6-5 plan, approval, and filing rules are met.source | Indiana uses the statutory term “domestication” for the same-type change of jurisdiction governed by IC 23-0.6-5.source | Entities of a different type may convert into an Indiana limited partnership; the eligible source classes are the other listed for-profit entity types, excluding nonprofit corporations under IC 23-0.6-4-1(c),(e).source | An Indiana limited partnership may convert to the other listed for-profit entity types; conversion to a nonprofit corporation is barred by IC 23-0.6-4-1(c), and nonprofit corporations may not convert.source | For a foreign conversion or domestication, Indiana requires authorization under the relevant foreign jurisdiction's law; an inbound foreign entity's formation law also must authorize the transaction.source |
| Kansas | A Kansas limited partnership may convert to a different domestic entity type or, if the destination law authorizes it, a different foreign entity type.source | A different foreign entity type may convert into a Kansas limited partnership if its jurisdiction of organization authorizes the conversion.source | A foreign limited partnership may domesticate into Kansas if its jurisdiction of organization authorizes the domestication.source | A Kansas limited partnership may domesticate into a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Kansas uses and defines the term domestication for a same-entity continuation under a different jurisdiction's organic law.source | The Act's entity definition supplies the types that may convert into a Kansas limited partnership; conversion requires a different type.source | The Act's entity definition supplies the types into which a Kansas limited partnership may convert; conversion requires a different type.source | A conversion involving a foreign jurisdiction requires authorization under that jurisdiction's law.source |
| Kentucky | A Kentucky LP may convert into a partnership, LLC, or statutory trust under the route-specific statutes and approvals.source | A partnership or LLC may convert into a Kentucky LP; an LLC source must satisfy its governing statute and jurisdiction law.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Stated inbound source types are a partnership and limited liability company, including an LLC under comparable law of another jurisdiction.source | Stated outbound target types are a partnership, limited liability company, and statutory trust.source | For an LLC-to-LP conversion, the LLC's governing statute must authorize it, its jurisdiction must not prohibit it, and the LLC must comply with that statute.source |
| Louisiana | A domestic Louisiana partnership in commendam may convert to a domestic business corporation or another form of domestic unincorporated entity.source | A domestic business corporation or another domestic unincorporated entity may convert into a domestic Louisiana partnership in commendam.source | No authorization was located for a foreign limited partnership to become a domestic Louisiana partnership in commendam through a same-type jurisdictional move.source | No authorization was located for a domestic Louisiana partnership in commendam to move to another jurisdiction while remaining the same entity type.source | No redomiciliation term was stated for a Louisiana partnership in commendam in the complete transaction and organic-law search.source | The listed domestic entity types may convert into a domestic Louisiana partnership in commendam; the statute does not extend this route to foreign different-type entities.source | A domestic Louisiana partnership in commendam may convert into the listed domestic entity types; the statute does not extend this route to a foreign different-type entity.source | No paired-jurisdiction authorization rule was stated for limited-partnership conversion or domestication because the located conversion route is domestic-only and no same-type move was located.source |
| Massachusetts | A Massachusetts LP may convert to a domestic Massachusetts LLC under ch. 156C, §69, or to a domestic business corporation under ch. 156D, §9.50(c).source | A domestic Massachusetts business corporation may convert to a domestic Massachusetts limited partnership as a domestic other entity.source | No same-form inbound domestication authorization for a Massachusetts limited partnership was located after complete searches of the LLC and LP acts; §9.20 is corporation-only.source | No same-form outbound domestication authorization for a Massachusetts limited partnership was located after complete searches of the LLC and LP acts; §9.20 is corporation-only.source | No redomiciliation term for a same-form jurisdictional move by a Massachusetts limited partnership is stated in the complete LLC or LP acts.source | The located inbound conversion procedure permits a domestic Massachusetts business corporation to convert to a domestic Massachusetts LP.source | The located outbound procedures permit an LP to convert to a domestic Massachusetts LLC or business corporation.source | The conversion provisions reaching a Massachusetts limited partnership state no general requirement that another jurisdiction's law permit the transaction.source |
| Maryland | A limited partnership may convert to an other entity by obtaining the stated approval and filing articles of conversion.source | An other entity may convert to a Maryland limited partnership by meeting the approval and filing requirements stated in the conversion subtitle.source | Maryland treats a foreign limited partnership becoming a domestic limited partnership as a conversion under the same approval and filing procedure.source | Maryland treats a domestic limited partnership becoming a foreign limited partnership as a conversion under the same approval and filing procedure.source | Maryland's limited partnership statute uses the term “conversion” for this transaction.source | The listed corporations, partnerships, trusts, unincorporated businesses, and foreign same-type entities may convert into a Maryland limited partnership.source | A Maryland limited partnership may convert into any entity type included in the conversion subtitle's complete “other entity” definition.source | An inbound entity must approve the conversion in the manner and by the vote required by its governing document and organizing law.source |
| Maine | Maine conditionally authorizes conversion out of a domestic LP when the other organization's governing statute and jurisdiction permit it.source | Maine conditionally authorizes conversion into a domestic LP when the other organization's governing statute and jurisdiction permit it.source | No procedure authorizing a foreign LP to become a Maine LP was located in the complete Uniform Limited Partnership Act; §1432 reaches only an organization other than an LP.source | No procedure authorizing a Maine LP to become a foreign LP was located in the complete Uniform Limited Partnership Act; §1432 reaches only an organization other than an LP.source | The complete Maine Uniform Limited Partnership Act does not use domestication, redomiciliation, or continuance as an LP home-jurisdiction procedure.source | An organization other than an LP may convert into a Maine LP; the organization definition covers domestic and foreign entity forms.source | A Maine LP may convert into another organization within the statute's domestic-and-foreign organization definition.source | The other organization's governing statute must authorize conversion, its jurisdiction may not prohibit it, and the other organization must comply with its governing statute.source |
| Michigan | A Michigan limited partnership may convert only to an LLC under this route, after the stated partner approval and articles-and-certificate filings.source | No statute authorizing conversion of another entity into a Michigan limited partnership was located in the complete LP Act.source | No same-type foreign-limited-partnership-to-Michigan conversion, domestication, transfer, or continuance authorization was located in the complete LP Act.source | No same-type Michigan-to-foreign limited-partnership conversion, domestication, transfer, or continuance authorization was located in the complete LP Act.source | The complete LP Act states no term for an inbound or outbound home-jurisdiction move.source | The complete LP Act states no source-entity class eligible to convert into a Michigan limited partnership.source | The express Michigan limited-partnership conversion route names a limited liability company as the target.source | The domestic-LP-to-LLC conversion section states no paired-jurisdiction authorization condition.source |
| Minnesota | A Minnesota limited partnership may convert to the permitted organization forms if the other governing statute authorizes the transaction and the stated approval and filing rules are met.source | A permitted organization may convert into a Minnesota limited partnership if its governing statute authorizes the transaction and the Minnesota filing rule is satisfied.source | A foreign limited partnership may move its home jurisdiction into Minnesota through the statute's stated procedure and paired-jurisdiction conditions.source | A Minnesota limited partnership may move its home jurisdiction out of Minnesota through the statute's stated procedure and paired-jurisdiction conditions.source | Minnesota uses domestication for a same-type change of home jurisdiction involving a limited partnership.source | The organization definition and inbound conversion clause state the source-organization scope for conversion into a Minnesota limited partnership.source | The organization definition and outbound conversion clause state the target-organization scope for a Minnesota limited partnership conversion.source | The other organization's governing statute must authorize the conversion, and the transaction may not be prohibited by the governing jurisdictions' law.source |
| Missouri | A Missouri limited partnership is an “other entity” that may convert to a Missouri corporation.source | A Missouri corporation may convert into a limited partnership.source | No authorization for a foreign limited partnership to become a domestic Missouri limited partnership was located after the complete chapter search.source | No authorization for a Missouri limited partnership to become a foreign limited partnership was located after the complete chapter search.source | No statutory term for a same-type limited partnership jurisdiction move was located after the complete chapter search.source | The captured inbound conversion rule expressly permits a Missouri corporation to convert into a limited partnership.source | The captured outbound conversion rule expressly permits a Missouri limited partnership to convert into a Missouri corporation.source | The captured conversion provisions state no requirement that the other jurisdiction's law authorize the conversion.source |
| Mississippi | A Mississippi limited partnership may convert to a different entity type; a foreign target also requires authorization under its formation law and prior Article 5 compliance.source | A foreign entity may convert into a Mississippi limited partnership of a different type only after Article 5 domestication and authorization under its formation law.source | A foreign limited partnership may domesticate into Mississippi as the same entity type if its formation jurisdiction authorizes the domestication.source | A domestic Mississippi limited partnership may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the domestication.source | The Mississippi statute uses and defines the term “domestication.”source | Eligible conversion sources are the § 79-37-102(12) entity types other than limited partnership; charitable organizations may not convert.source | Eligible conversion targets are the § 79-37-102(12) entity types other than limited partnership; charitable organizations may not convert.source | For domestication, Mississippi requires the relevant foreign jurisdiction's law to authorize the transaction.source |
| Montana | A Montana limited partnership may convert to another organization if the other organization's governing statute authorizes and does not prohibit the conversion and the filing rules are met.source | Another organization may convert to a Montana limited partnership if the other organization's governing statute authorizes and does not prohibit the conversion and the filing rules are met.source | A foreign limited partnership may become a Montana limited partnership if the other jurisdiction authorizes it and the generic entity-domestication approval and filing rules are met.source | A Montana limited partnership may become a foreign limited partnership if the other jurisdiction authorizes it and the generic entity-domestication approval and filing rules are met.source | Montana's generic entity-transactions part uses “domestication” and expressly includes limited partnerships in its entity definition.source | The LP conversion act's defined “organization” classes are eligible for conversion into a limited partnership, subject to MCA 35-12-1502.source | The LP conversion act's defined “organization” classes are eligible for conversion from a limited partnership, subject to MCA 35-12-1502.source | The other organization's governing statute must authorize and not prohibit conversion; same-type domestication also requires authorization under the other jurisdiction's law.source |
| North Carolina | North Carolina conditionally authorizes conversion out of a domestic LP when the governing entity law permits it.source | North Carolina conditionally authorizes conversion into a domestic LP when the governing entity law permits it.source | A foreign LP may become a North Carolina LP through the statute's conversion procedure when its governing law permits it.source | A North Carolina LP may become a foreign LP through conversion when the destination law permits it.source | The North Carolina LP statute uses conversion, rather than domestication, for covered same-form interstate moves.source | The LP inbound-conversion provision uses the statute's defined domestic-and-foreign entity universe, excluding only the domestic destination form.source | A domestic LP may convert to a different entity in the statute's defined domestic-and-foreign entity universe.source | The law governing the converting or resulting foreign entity must permit the conversion, and the converting entity must comply with applicable law.source |
| North Dakota | A North Dakota limited partnership may convert to another organization other than a general partnership if the other organization's governing law authorizes and permits it.source | An organization other than a limited partnership may convert into a North Dakota limited partnership if the other organization's governing law authorizes and permits it.source | North Dakota treats the inbound same-type jurisdiction move as a conversion involving a foreign limited partnership, subject to the other organization's governing law.source | North Dakota treats the outbound same-type jurisdiction move as a conversion involving a foreign limited partnership, subject to the other organization's governing law.source | The North Dakota limited partnership statute uses the term “conversion” for a same-type jurisdiction move involving its foreign counterpart.source | The statutory organization types other than a limited partnership, excluding the listed nonprofit forms, may be sources for conversion into that entity type.source | A North Dakota limited partnership may convert to another statutory organization type other than a general partnership, subject to the nonprofit exclusions.source | The other organization's governing statute must authorize the conversion, the enacting jurisdiction's law must not prohibit it, and the organization must comply with that statute.source |
| Nebraska | A Nebraska limited partnership may convert to a domestic partnership, domestic LLC, or foreign LLC under the specified transaction statutes and approvals.source | A partnership may convert to a Nebraska limited partnership; cross-act routes also permit an LLC or domestic business corporation to convert to an LP.source | No inbound limited-partnership domestication authorization appears in the complete Nebraska Uniform Limited Partnership Act.source | No outbound limited-partnership domestication authorization appears in the complete Nebraska Uniform Limited Partnership Act.source | The Act uses conversion; no domestication, redomestication, continuance, or domicile-transfer term appears in the complete Act.source | Stated source types are a partnership, a domestic business corporation and an LLC (an LLC may convert to any 'organization', a term defined to include a limited partnership).source | An LP may convert to a domestic partnership, domestic or foreign LLC, or a domestic business corporation through the applicable transaction statute.source | A conversion to a foreign LLC must also comply with the law of that LLC's formation state.source |
| New Hampshire | A New Hampshire limited partnership may convert to another stated entity type to the extent the target-form law authorizes the conversion.source | No procedure authorizing another entity type to convert into a New Hampshire limited partnership was located in the complete LP Act.source | No procedure for a foreign limited partnership to domesticate or continue into New Hampshire was located in the complete LP Act.source | No procedure for a New Hampshire limited partnership to domesticate or continue into another jurisdiction was located in the complete LP Act.source | The complete LP Act does not use domestication, redomestication, continuance, or transfer-of-domicile terminology for a same-form move.source | No inbound-conversion source types were located because the complete LP Act states no inbound conversion procedure.source | A limited partnership may convert to a domestic or foreign corporation, LLC, or general partnership when the applicable target law authorizes it.source | Conversion is limited to the extent authorized by the laws applicable to conversion into the target entity.source |
| New Jersey | A limited partnership may convert outward to an LLC under the LLC act, subject to the other-organization governing-law conditions.source | An LLC may convert inbound to a limited partnership under the LLC act, subject to the other-organization governing-law conditions.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | The LLC-act cross-reference pathway for a limited partnership uses the statutory term “conversion.”source | Under the captured LLC-act pathway, an LLC is the stated source type for conversion into a limited partnership; a separate LP-act pathway remains outside this scope.source | Under the captured LLC-act pathway, an LLC is the stated target type for a limited partnership conversion; a separate LP-act pathway remains outside this scope.source | The LLC-act conversion pathway requires authorization by the other organization's governing statute and no prohibition by its enacting jurisdiction's law.source |
| New Mexico | A New Mexico limited partnership may convert to an LLC under the specific LLC route and to another organization under the LP Act's conditional route.source | A New Mexico LLC may convert into a limited partnership under the specific LLC route; other organizations use the LP Act's conditional route.source | A foreign limited partnership may become a New Mexico limited partnership through the statute's conversion procedure if its governing law authorizes and permits it.source | A New Mexico limited partnership may become a foreign limited partnership through conversion if the target jurisdiction's governing law authorizes and permits it.source | New Mexico uses the term “conversion” for the limited-partnership procedure that can reach a same-type move between jurisdictions.source | The LP Act permits another domestic or foreign organization within its complete defined list to convert into a New Mexico limited partnership, subject to the other law.source | A New Mexico limited partnership may convert to another domestic or foreign organization within the LP Act's complete defined list, subject to the other law.source | The other organization's governing statute must authorize the conversion, its jurisdiction's law must not prohibit it, and the organization must comply with that statute.source |
| Nevada | NRS 92A.105(1) lets a domestic limited partnership convert into a different-type domestic entity or a foreign entity; NRS 92A.195(2) conditions the foreign-entity case on the destination jurisdiction's law permitting it.source | NRS 92A.195(1) lets a foreign entity of any type convert into a domestic limited partnership if the foreign jurisdiction's law permits it and the parties comply with NRS 92A.205-240.source | NRS 92A.270 lets any 'undomesticated organization' (a term naming 'limited partnership') become domesticated in Nevada as a domestic limited partnership, on Secretary of State filing plus internal and foreign-law approval.source | Nevada has no separate outbound-domestication statute; a domestic limited partnership moving to another jurisdiction without changing type does so as a conversion into a 'foreign entity' under NRS 92A.105(1)/92A.195(2).source | Chapter 92A's title and NRS 92A.270's heading use 'domestication' for an inbound jurisdiction-only move; an outbound same-type move is done as a 'conversion' (NRS 92A.105/195).source | Any foreign or domestic corporation (for-profit or not), LLC, LP, business trust, or general partnership may convert into a domestic limited partnership; a domestic nonprofit corporation may not be the converting (source) entity.source | A domestic limited partnership may convert into any 'entity' as chapter 92A defines that term: a corporation (for-profit or not), LLC, LP, or business trust, foreign or domestic.source | Both conversion directions require the other jurisdiction's law to permit the transaction (NRS 92A.195(1)(a), (2)(a)); inbound domestication requires approval under 'applicable foreign law' (NRS 92A.270(6)(b)).source |
| New York | A New York limited partnership may convert into a New York LLC under LLC Law § 1006 (the Partnership Law has no conversion section), with partner approval, a certificate of conversion and cancellation of its certificate.source | No provision authorizing another entity type to convert into a New York limited partnership was located in the Partnership Law, the LLC Law or the Business Corporation Law.source | The Partnership Law (incl. Art. 8-A) has no procedure for a foreign limited partnership to domesticate or transfer into New York; a full-text search of all 165 sections found none.source | The Partnership Law (incl. Art. 8-A) has no procedure for a New York limited partnership to domesticate or transfer into another jurisdiction; a full-text search of all 165 sections found none.source | The Partnership Law uses no redomiciliation term (domestication, redomestication, transfer or change of domicile or jurisdiction, or similar) in any of its 165 sections.source | No provision lets another entity type convert into a New York limited partnership, so no eligible source entity types are stated.source | Under LLC Law § 1006(b), a New York limited partnership may convert into a limited liability company, which LLC Law § 102(m) defines as one formed and existing under that chapter and New York law.source | LLC Law §§ 1006-1007 state no requirement that another jurisdiction's law permit a limited partnership's conversion, and the Partnership Law has no domestication provision.source |
| Ohio | A domestic Ohio limited partnership may convert to another domestic or foreign entity form when the receiving law permits it.source | A domestic or foreign entity may convert into a domestic Ohio limited partnership when its governing law permits it.source | A foreign limited partnership may become a domestic Ohio limited partnership through the statute's conversion procedure when its governing law permits.source | A domestic Ohio limited partnership may become a foreign limited partnership through conversion when the receiving jurisdiction's law permits.source | Ohio uses the term “conversion” for the statutory procedure that can accomplish a same-form move into or out of Ohio.source | Eligible inbound source types are the statute's listed domestic or foreign entity forms, subject to the target-form exclusions.source | Eligible outbound target types are the statute's listed domestic or foreign entity forms, subject to the source-form exclusions.source | The other entity's governing chapter or jurisdictional law must permit the conversion.source |
| Oklahoma | An Oklahoma limited partnership may convert to another organization only when the other organization's law satisfies all three statutory conditions.source | Another organization may convert to an Oklahoma limited partnership only when the other organization's law satisfies all three statutory conditions.source | No procedure was located for a foreign limited partnership to become an Oklahoma limited partnership of the same type.source | No procedure was located for an Oklahoma limited partnership to become a foreign limited partnership of the same type.source | The LP Act does not state a domestication, redomestication, transfer, or continuance term for a same-type jurisdiction change.source | Inbound eligibility covers any statutory “organization” other than a limited partnership, subject to the other organization's governing law.source | Outbound eligibility covers another statutory “organization,” subject to the destination organization's governing law.source | The other organization's governing statute must authorize the conversion, not prohibit it, and be followed in effecting it.source |
| Oregon | An Oregon limited partnership may convert to a qualifying business entity in Oregon or another jurisdiction under the stated plan, filing, foreign-authorization, and compliance rules.source | A business entity within Oregon's statutory definition may convert into an Oregon limited partnership by approving a plan and filing articles of conversion.source | Oregon calls the transaction a conversion: a foreign limited partnership within the business-entity definition may convert into an Oregon limited partnership through the stated plan and filing process.source | Oregon calls the transaction a conversion: an Oregon limited partnership may convert into a foreign limited partnership if the other jurisdiction permits it and all stated conditions are met.source | Oregon uses “conversion” for a same-type change of home jurisdiction involving a limited partnership.source | The business-entity definition enumerates the entity forms eligible to convert into an Oregon limited partnership, including qualifying forms organized under comparable foreign law.source | The business-entity definition enumerates the entity forms eligible as conversion targets for an Oregon limited partnership, subject to the authorization clauses.source | For conversion of an Oregon limited partnership into an entity organized in another jurisdiction, that jurisdiction's law must permit the conversion.source |
| Pennsylvania | A Pennsylvania limited partnership may convert to a different domestic type or banking institution, and to a different foreign type if the foreign law authorizes it.source | A foreign association of a different type may convert into a Pennsylvania limited partnership if its formation jurisdiction authorizes the conversion.source | A foreign limited partnership may domesticate into Pennsylvania as the same type because Title 15 provides for forming that type.source | A Pennsylvania limited partnership may domesticate to the same type in a foreign jurisdiction if that jurisdiction authorizes the domestication.source | Pennsylvania uses and defines the statutory terms “conversion” and “domestication.”source | Sources into a Pennsylvania limited partnership include the other Title 15 entity types and a domestic banking institution; foreign associations must be a different type.source | A Pennsylvania limited partnership may target the other Title 15 entity types or a domestic banking institution; a foreign target must be a different type.source | For a conversion involving a foreign association, the relevant foreign jurisdiction's law must authorize the conversion.source |
| Rhode Island | A Rhode Island LP may convert to a different entity type; a foreign target also requires authorization by its jurisdiction's law.source | A foreign entity other than a foreign LP may convert to a Rhode Island LP if its formation jurisdiction authorizes the conversion.source | A foreign LP may domesticate as a Rhode Island LP if its formation jurisdiction authorizes the domestication.source | A Rhode Island LP may domesticate as a foreign LP if the foreign jurisdiction authorizes the domestication.source | The LP act uses “domestication” for a same-type jurisdiction move.source | A foreign entity within the act's definition, other than a foreign LP, may convert to a Rhode Island LP.source | A Rhode Island LP may convert to a different domestic or foreign entity type within the act's entity definition.source | Foreign conversion and domestication require authorization by the relevant foreign jurisdiction's law.source |
| South Carolina | A South Carolina limited partnership may convert to an LLC or corporation.source | A South Carolina LLC or corporation may convert to a South Carolina limited partnership.source | No express inbound limited-partnership domestication or continuance authorization was located in the complete South Carolina Limited Partnership Act.source | No express outbound limited-partnership domestication or continuance authorization was located in the complete South Carolina Limited Partnership Act.source | The complete South Carolina Limited Partnership Act does not state a term for a limited-partnership same-type change of jurisdiction.source | LLCs and corporations may convert into South Carolina limited partnerships.source | A South Carolina limited partnership may convert into an LLC or corporation.source | The mapped limited-partnership conversion sections do not require authorization under another jurisdiction's law.source |
| South Dakota | A South Dakota limited partnership may convert to a partnership; the corporation act also permits a domestic unincorporated entity, including an LP, to become a domestic business corporation.source | A partnership may convert to a South Dakota limited partnership; the corporation act also permits a domestic business corporation to become a domestic unincorporated entity, including an LP.source | No inbound limited-partnership domestication authorization appears in the complete South Dakota limited-partnership and partnership chapters.source | No outbound limited-partnership domestication authorization appears in the complete South Dakota limited-partnership and partnership chapters.source | The applicable statutes use conversion and entity conversion for the LP transaction routes; no same-type domestication route was located.source | A partnership may convert to an LP, and a domestic business corporation may use the corporation act's domestic-unincorporated-entity route to become an LP.source | An LP may convert to a partnership or use the corporation act's domestic-unincorporated-entity route to become a domestic business corporation.source | The located LP conversion routes are domestic routes and do not state a paired-jurisdiction authorization requirement.source |
| Tennessee | A Tennessee limited partnership may convert to a different domestic entity type or to a different foreign type if destination law authorizes it.source | A foreign entity may convert into a Tennessee limited partnership if its jurisdiction-of-formation law authorizes the conversion.source | A foreign limited partnership may become a Tennessee limited partnership through conversion if its formation-jurisdiction law authorizes it.source | No outbound same-form move was located: § 61-3-1110(a) authorizes a Tennessee LP to become only a different entity type.source | The LP Act uses conversion for the inbound same-form move expressly reached by the foreign-entity authorization.source | A foreign entity within the Act's full entity definition, including a foreign LP, may be an inbound source type.source | A Tennessee LP may target a different domestic or foreign entity type within the full statutory definition.source | Both foreign outbound and inbound conversions require authorization under the foreign entity's jurisdiction-of-formation law.source |
| Texas | A Texas limited partnership may convert into a different type of domestic entity or a non-code organization by plan of conversion, subject to the converted entity's governing law and owner-consent limits (BOC §10.101).source | A domestic entity of a different type, or a non-code organization whose own law or governing documents permit it, may convert into a Texas LP; a nonprofit corporation or association may not convert into a for-profit entity.source | A foreign LP may become a Texas LP by converting as a non-code organization under BOC §10.102, a continuance its home law may treat as a domestication, continuance or transfer, if its own law or governing documents permit it.source | A Texas LP may continue as a foreign LP by converting into a non-code organization under BOC §10.101; the conversion may not take effect if prohibited by or inconsistent with the law of the new jurisdiction.source | Texas uses 'conversion', defined to include a continuance another jurisdiction may treat as a domestication, continuance or transfer, and 'conversion and continuance' for non-U.S. moves (BOC §§1.002(10), 10.1025).source | A Texas LP may result from conversion of a domestic entity of another type or a non-code organization (any organization other than a domestic entity); a nonprofit corporation or association may not convert into a for-profit entity.source | A Texas LP may convert into a different type of domestic entity or into a non-code organization, defined as any organization other than a domestic entity (BOC §§10.101(a), 1.002(56)).source | A conversion may not take effect if prohibited by or inconsistent with the converted entity's governing law, and a non-code organization's conversion must be permitted by its own law or governing documents (BOC §§10.101(d), 10.102(c)).source |
| Utah | A Utah limited partnership may convert to a different domestic entity type, or to a foreign type if the destination law authorizes the conversion.source | A different foreign entity type may convert into a Utah limited partnership if its formation jurisdiction authorizes the conversion; domestic sources use Section 902(1).source | A foreign limited partnership may domesticate into Utah as the same entity type if its formation jurisdiction authorizes the domestication.source | A Utah limited partnership may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the domestication.source | Utah uses the term 'domestication' for a same-type jurisdictional move of a limited partnership.source | Any statutory entity type other than a limited partnership may be a conversion source; foreign sources also need authorization under their formation law.source | A Utah limited partnership may convert to any other statutory entity type; a foreign target also requires authorization under its formation law.source | Foreign conversion and domestication involving a Utah limited partnership require authorization under the paired foreign jurisdiction's law.source |
| Virginia | A Virginia LP with an uncanceled certificate may convert to an LLC, and an LP as an eligible entity may convert to a stock corporation.source | A domestic or foreign general partnership may convert to a Virginia LP, subject to partner approval and certificate filing.source | No procedure authorizing a foreign LP to become a Virginia LP was located after the complete mapped-source search.source | No procedure authorizing a Virginia LP to become a foreign LP was located after the complete mapped-source search.source | The LP Act uses conversion in its operative provisions and uses domestication only in title-record recognition language.source | The mapped provisions permit domestic or foreign general partnerships and domestic stock corporations to convert into a Virginia LP.source | The mapped provisions permit a Virginia LP to convert to a domestic LLC or domestic stock corporation.source | No paired-jurisdiction authorization requirement is stated for the mapped Virginia LP conversion routes.source |
| Vermont | A Vermont limited partnership may convert to a domestic LLC or domestic corporation through the applicable target-entity act.source | A Vermont LLC or Vermont corporation may convert into a domestic limited partnership through the applicable source-entity act.source | No statutory authorization was located for an inbound same-type jurisdictional move of a Vermont limited partnership.source | No statutory authorization was located for an outbound same-type jurisdictional move of a Vermont limited partnership.source | No operative domestication, continuance, or redomestication term was located for a Vermont limited partnership.source | A domestic Vermont LLC or business corporation may convert into a domestic limited partnership under its source-entity act.source | A Vermont limited partnership may convert to a domestic Vermont LLC or business corporation under the target-entity act.source | No paired-jurisdiction authorization condition was stated for the domestic limited-partnership conversion routes located in the LLC and corporation acts.source |
| Washington | A Washington limited partnership may convert into another organization when the other organization's governing statute authorizes and permits the conversion and is followed.source | An organization other than a limited partnership may convert into a Washington limited partnership when its governing statute authorizes and permits the conversion and is followed.source | No provision authorizing a foreign limited partnership to become a Washington limited partnership was located in the complete act; the conversion source class excludes limited partnerships.source | Washington treats a domestic limited partnership becoming a foreign limited partnership as a conversion because “organization” includes domestic and foreign limited partnerships.source | The limited partnership statute uses “conversion” for the outbound same-type jurisdiction move reached through its organization definition.source | The source class is an organization other than a limited partnership and includes the stated general-partnership, LLC, business-trust, corporation, and other statutory forms, domestic or foreign.source | A Washington limited partnership may convert to another organization in the defined class, including a foreign limited partnership and the other listed forms.source | The other organization's governing statute must authorize the conversion, its jurisdiction's law must not prohibit it, and the organization must comply with that statute.source |
| Wisconsin | A Wisconsin limited partnership may convert to another domestic entity type or any foreign entity type when both governing laws permit and the statutory procedures are met.source | A foreign or domestic entity other than a Wisconsin limited partnership may convert to one when source law permits and the definition, plan, approval, and filing rules are met.source | A foreign limited partnership may become a Wisconsin limited partnership through conversion when source law and the stated requirements are satisfied.source | A Wisconsin limited partnership may become a foreign limited partnership through conversion when destination law and the stated requirements are satisfied.source | Chapter 179 uses “conversion” for same-type foreign moves and “domestication” for its separate dual-status non-U.S. procedure.source | The inbound class is a foreign or domestic entity other than a Wisconsin limited partnership; “entity” means a person other than an individual.source | A Wisconsin limited partnership may convert to another domestic entity type or any foreign entity type; “entity” excludes individuals.source | Outbound conversion requires both governing laws to permit it; inbound conversion requires permission under the converting entity's governing law.source |
| West Virginia | A domestic or comparable-law foreign limited partnership may convert to a West Virginia limited liability company.source | A partnership may convert to a West Virginia limited partnership if all partners, or the number the agreement specifies, approve and a certificate of limited partnership is filed (§ 47B-9-2).source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | A general partnership may convert into a West Virginia limited partnership under W. Va. Code § 47B-9-2.source | The located outbound conversion procedure permits a limited partnership to convert to a West Virginia limited liability company.source | Unknown Verified absenceThe checked official source does not state this value.source |
| Wyoming | Under W.S. 17-26-101 any entity, including a WY limited partnership, may convert to any other domestic or foreign entity, after approval under its governing documents.source | Under W.S. 17-26-101(a) any entity may convert to any other entity, including a WY limited partnership; a foreign entity may do so only if its organizational documents authorize the conversion.source | A foreign LP (not an insurer or financial institution) may continue in WY by applying for a certificate of continuance with written confirmation that its home-state domicile is ended (W.S. 17-14-1010, -1011).source | The LP act has no transfer-out provision; W.S. 17-26-101(b) states that a domestic entity may be converted into any form of foreign entity recognized in that foreign jurisdiction.source | The WY LP act uses "continuance" (certificate of continuance, W.S. 17-14-202(a)(xiii); continuance of a foreign limited partnership, W.S. 17-14-1010).source | Under W.S. 17-26-101 any "entity" (one authorized to be formed under Title 17, organized in WY or under another state's functionally equivalent law) may convert into another entity, including an LP.source | Under W.S. 17-26-101 a WY limited partnership may convert to any other entity authorized under Title 17 (or a functional equivalent elsewhere) or to any form of foreign entity recognized there.source | Continuance requires written confirmation from the state of formation that the partnership's domicile there is or will be terminated (W.S. 17-14-1011(a)(i)).source |
Source: 51 US jurisdictions (50 states plus DC). Each source link opens the authority for its cell. The page source record lists the capture date and snapshot for every cell.
Field definitions
- Outbound conversion posture
- Whether the act states a rule for a domestic entity converting into another entity or jurisdiction.
- Inbound conversion posture
- Whether the act states a rule for another entity or foreign entity converting into a domestic entity.
- Inbound domestication
- What the act states about a foreign entity becoming a domestic entity without changing its entity type.
- Outbound domestication
- What the act states about a domestic entity becoming a foreign entity without changing its entity type.
- Term used for redomiciliation
- The conversion, domestication, continuance or other terminology stated in the captured act text.
- Eligible source entity types
- Which converting or domesticating source entity types the captured act text identifies.
- Eligible target entity types
- Which converted or domesticated target entity types the captured act text identifies.
- Paired-jurisdiction rule
- Whether the captured act text conditions the transaction on authorization under the other jurisdiction's law.
Procedure, continuity and filing — LLC
These LLC fields report statutory effects, approvals, filing instruments and filing-related conditions.
| Jurisdiction | Continuity after the transaction | Required approvals | Filing instrument | Tax-clearance condition | Filing-fee locator |
|---|---|---|---|---|---|
| Alaska | Conversion and domestication continue the same entity without interruption; property and liabilities continue, and the continued name may replace the prior name in pending proceedings.source | Alaska's hierarchy uses the operating agreement first, then the LLC merger rule (all members unless the agreement provides otherwise), with separate recorded consent for new owner liability.source | The filing instrument is a statement of conversion or domestication; a compliant signed plan may be filed instead and has the same effect.source | No tax-clearance, tax-payment, or good-standing condition was stated in the complete Alaska conversion and domestication provisions searched.source | The filing-fee locator for statements of conversion and domestication is 3 AAC 16.140(5) and (7).source |
| Alabama | The conversion-effects subsection preserves property, obligations, proceedings, powers, and organizational continuity.source | All members or partners must consent, and any person acquiring personal liability must consent to the plan.source | The statute requires a statement of conversion and, when the converted organization is the in-state entity type, a certificate of formation.source | The complete limited liability company conversion article states no tax-clearance, tax-payment, or good-standing condition.source | The conversion filing-fee locator is Ala. Code § 10A-1-4.31(a)(1)(g).source |
| Arkansas | Conversion and domestication continue the same entity, property, liabilities, rights, and pending proceedings without interruption.source | LLC conversion and domestication plans require the member approvals and recorded consents stated in the Act.source | The Act uses plans and filed statements of conversion or domestication.source | No tax-clearance or good-standing condition is stated in the mapped LLC transaction provisions.source | The Secretary of State LLC forms table provides filing-fee locators for conversion and transfer of domicile.source |
| Arizona | Conversion or domestication continues the Arizona limited liability company without interruption and carries forward its property, obligations, rights and organizational documents.source | A domestic Arizona LLC's plan requires approval by all members entitled to vote on or consent to any matter; Chapter 6 separately addresses post-transaction owner liability.source | Arizona uses plans and statements of conversion and domestication for a limited liability company; the applicable statement is delivered to the proper filing authority.source | No tax-clearance, tax-payment or good-standing condition was located in Arizona's complete conversion and domestication articles for a limited liability company.source | The filing-fee locator for an Arizona limited liability company's conversion or domestication statement is A.R.S. § 29-3213(A)(6) (amount not reproduced here).source |
| California | Same entity for all purposes except Rev. & Tax. Code Parts 10, 10.2 and 11; property vests, debts and liens continue, pending actions continue, and member-liability rules apply (§ 17710.09).source | All managers and a majority of members of each class (no managers: a majority of each class) unless the operating agreement requires more; all members if members would become personally liable (§ 17710.03(b)).source | A plan of conversion; a statement of conversion on the converted entity's formation filing, or a certificate of conversion (SOS form) for a foreign result; inbound, articles of organization containing a statement of conversion.source | The LLC Act's conversion sections (§§ 17710.01-17710.09) state no tax-clearance, good-standing or tax-payment condition for a conversion.source | Conversion filing fees are stated on the Secretary of State's Conversion Information page (Forms LLC-1A, CONV-1A); Gov. Code § 12184 sets the fee for conversions under Corp. Code ch. 11.5.source |
| Colorado | The resulting entity is the same continuing entity; pre-conversion obligations and personal liabilities are unaffected, and no winding up or dissolution is required by the conversion.source | Approval follows the constituent documents; absent a specified rule, the statute escalates through merger and amendment standards to approval by all owners.source | Depending on whether the resulting entity has a Colorado constituent filing, the instrument is a statement of conversion or a combined statement and constituent document.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in Colorado's complete entity-conversion provisions.source | Colorado locates Secretary of State filing fees in C.R.S. § 24-21-104 through the Title 7 definition of “fee”; no amount is stated in this row.source |
| Connecticut | On conversion or domestication, the same entity continues without interruption; property stays vested, liabilities continue, and pending proceedings continue under the new name.source | The entity's organic rules govern approval; merger rules or unanimous interest-holder approval apply as statutory fallbacks, with added consent for new interest-holder liability.source | The filing instruments are a certificate of conversion and a certificate of domestication, each filed with the Secretary of the State (§§34-635(a), 34-645(a)).source | No tax-clearance, good-standing, or tax-payment condition is stated in Connecticut chapter 616 after a complete full-text search.source | The filing-fee source is the Connecticut Secretary of the State's Entity Transactions XXI table. No fee amount is stated here.source |
| District of Columbia | On conversion, the same entity continues without interruption; property, liabilities, powers, and pending proceedings continue as stated.source | A conversion follows the entity's organic conversion rules, then merger rules, then the statutory unanimous fallback, with separate consent for new holder liability.source | The converting entity files a statement of conversion; a qualifying signed plan of conversion may be filed instead.source | No tax-clearance, good-standing, or tax-payment precondition is stated in the captured conversion and applicable domestication provisions.source | DLCP's all-entities fee schedule locates the filing fee under “Statement of conversion.”source |
| Delaware | After a domestic LLC converts, it is the same entity and its existence continues, property and debts stay vested and attached, prior liabilities are unaffected, and unless otherwise agreed no winding up is required (§ 18-216(c), (g), (h)).source | Conversion is approved as the LLC agreement specifies, else as it specifies for mergers, else by members owning over 50% of profits interests (§ 18-216(b)); an inbound converting entity approves under its own documents or law (§ 18-214(h)).source | Inbound: certificate of conversion to limited liability company or certificate of LLC domestication, each filed with a certificate of formation; outbound: certificate of conversion to non-Delaware entity or certificate of transfer.source | The full current-year annual tax is due before filing an LLC Act certificate ending the LLC's Delaware existence; with narrow exceptions no certificate is accepted while an annual tax is unpaid (§ 18-1107(c), (k)).source | Filing fees for LLC domestication, transfer and conversion certificates and the accompanying certificate of formation are set in 6 Del. C. § 18-1105(a)(3); optional expedited-service charges are in § 18-1105(b).source |
| Florida | On conversion into, or domestication as, a Florida LLC it is the same entity without interruption; property stays vested, liabilities continue, its name may be substituted in pending proceedings; no dissolution (ss. 605.1046, 605.1056).source | A converting LLC's plan needs approval by a majority-in-interest of members entitled to vote, plus record approval of members who take on interest holder liability; other entities approve under their own law (ss. 605.1043, 605.1053).source | Conversion: plan of conversion, then articles of conversion delivered to the Department of State; domestication: plan of domestication and articles of domestication with a certificate of status, if any (ss. 605.1045, 605.1055).source | Conversions require the entity to be active and current in its annual reports through Dec. 31 of the filing year; articles of domestication need a home-jurisdiction certificate of status, if any (ss. 605.0212(9)-(10), 605.1055(3)).source | The LLC conversion filing fee is set in s. 605.0213(10) and listed on the Division of Corporations fee schedule; no fee line names articles of domestication (s. 605.0213(11) covers any other LLC document).source |
| Georgia | The inbound provision continues the same entity, vests its property and rights without further act, and preserves liabilities, creditor rights, liens, claims, and proceedings.source | The outbound conversion plan for a Georgia limited liability company requires the approval stated in O.C.G.A. § 14-11-906.source | The conversion provisions require the stated conversion plan and Secretary of State filing instruments for a Georgia limited liability company transaction.source | No tax-clearance, tax-payment, or good-standing condition is stated in the captured conversion provisions for a Georgia limited liability company.source | The statutory filing-fee schedule contains a certificate-of-conversion line for a Georgia limited liability company.source |
| Hawaii | On conversion, the entity continues without interruption; property, liabilities, creditor rights, and pending proceedings continue under HRS § 428-903.source | Unless the operating agreement provides otherwise, approval requires at least a majority ownership interest; if it is silent, all members must approve.source | The transaction uses a plan of conversion and filed articles of conversion; the director issues a certificate of conversion after statutory requirements and fees are satisfied.source | The Hawaii LLC conversion provisions state no tax-clearance, tax-payment, or good-standing condition.source | The filing-fee authority for LLC articles of conversion is HRS § 428-1301(a)(4).source |
| Iowa | After conversion or domestication, the entity continues without interruption; property, debts, rights and pending proceedings remain with the converted or domesticated entity.source | All voting members must approve an LLC conversion or domestication, with separate recorded consent from a member assuming post-transaction liability unless the statutory exceptions apply.source | Chapter 489 requires a plan and a Secretary of State filing called a statement of conversion or statement of domestication.source | Chapter 489 states no tax-clearance, tax-payment or good-standing condition for LLC conversion or domestication.source | The filing-fee locator for an LLC statement of domestication or conversion is Iowa Code §489.122(1)(m)-(n).source |
| Idaho | Conversion and domestication preserve the same entity without interruption, vested property, liabilities, rights, and pending proceedings.source | The LLC's organic rules or merger-approval rules govern conversion and domestication approval, with specified unanimous-consent fallbacks.source | A plan is approved and a statement is filed for conversion or domestication; a signed plan meeting the statement requirements may be filed instead.source | No tax-clearance, good-standing, or tax-payment condition is stated in the captured conversion and domestication provisions.source | The filing-fee locator is Idaho Code § 30-21-214(b)(5)-(6).source |
| Illinois | The converted or domesticated entity is the same entity without interruption; property stays vested, liabilities continue, its name may be substituted in pending actions, and no dissolution occurs (805 ILCS 415/206, 306).source | Approval follows the operating agreement; absent a provision, the merger rule applies (consent of all members); members who gain personal liability must consent in a record (805 ILCS 415/203, 303; 805 ILCS 180/15-1(d)(9)).source | A plan of conversion or domestication is approved, then a statement of conversion or statement of domestication is signed and filed with the Secretary of State on its prescribed form (805 ILCS 415/202, 205, 302, 305, 404).source | No tax-clearance, good-standing or tax-payment condition is stated in the Entity Omnibus Act's conversion and domestication provisions or in 805 ILCS 180/37-10(a).source | Filing fees for a statement of conversion and a statement of domestication are set in 805 ILCS 415/401(b); expedited-service fees for both are set in 805 ILCS 415/407(a).source |
| Indiana | On conversion or domestication, the same entity continues without interruption; property remains vested, liabilities continue, and pending proceedings continue under IC 23-0.6-4-6(a) and -5-6(a).source | An Indiana LLC approves under its organic rules, specified merger-approval rules, or the statutory fallback; written consent is required from holders assuming post-transaction liability.source | Indiana requires signed articles of conversion or articles of domestication to be delivered to the secretary of state for filing (IC 23-0.6-4-5(a); IC 23-0.6-5-5(a)).source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete IC 23-0.6-4 conversion or IC 23-0.6-5 domestication chapter bodies.source | Filing-fee locations: IC 23-0.5-9-49 for articles of conversion and IC 23-0.5-9-51 for articles of domestication.source |
| Kansas | The converted entity continues without interruption; property, liabilities, rights, and pending proceedings continue under K.S.A. 17-78-406(a).source | Approval follows the entity's organic rules, then its merger-approval rule, and otherwise requires all voting interest holders; liability-bearing holders may also need written approval.source | The entity approves an agreement of conversion and files a certificate of conversion with the Secretary of State.source | The complete Kansas conversion and domestication provisions state no tax-clearance, tax-payment, or good-standing condition.source | The complete Kansas conversion and domestication provisions require certificate filing but state no filing-fee locator.source |
| Kentucky | Captured LLC conversion routes preserve the same entity, property, obligations, and pending proceedings under the applicable effects section.source | LLC conversion to an LP, LLP, or statutory trust requires approval by all members notwithstanding the operating agreement.source | Route-specific instruments are articles of organization, a certificate of limited partnership, a statement of qualification, or a certificate of trust.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | The statutory filing-fee locator for LLC articles of organization and other Chapter 275 documents is KRS 275.055(1) and (9).source |
| Louisiana | LLC state conversion continues the company without interruption and preserves its property, obligations, liabilities, and pending proceedings; entity conversion has parallel effects.source | Different-type conversion uses the LLC merger-approval rule, ordinarily a majority member vote; state-of-organization conversion also requires a majority or any larger governing-document vote.source | Louisiana uses a plan and articles for different-type LLC conversion and a written request for conversion of state of organization for an LLC's same-type move.source | A short-period tax return is required for an LLC entity conversion if the surviving entity's tax classification differs from the converting entity's classification.source | The filing-fee locator for a domestic Louisiana LLC conversion is La. R.S. 49:222(B)(1)(c); the amount is not reproduced here.source |
| Massachusetts | For inbound conversion, prior obligations and property continue in the LLC; for LLC-to-corporation conversion, the surviving entity is the same entity without interruption.source | Inbound approval follows the source entity's merger rule or all-assets-sale fallback; LLC-to-corporation approval follows the LLC's organic conversion or merger law and statutory fallbacks.source | Inbound conversion files a certificate of conversion and certificate of organization; LLC-to-corporation conversion files articles of entity conversion.source | The complete conversion and domestication provisions reaching this entity type state no tax-clearance, tax-payment, or tax-good-standing condition.source | The official Corporations Division fee schedule lists conversion and charter-surrender filing fees; the amount is not included.source |
| Maryland | The converted entity continues as the same entity; assets vest, obligations and liens continue, and pending proceedings may continue or substitute the resulting entity.source | Unless otherwise agreed, outbound approval uses the vote required by § 4A-403(d)(1); inbound approval follows the source entity's governing document and organizing law.source | Articles of conversion must be filed for record with the Maryland Department of Assessments and Taxation.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in Maryland's complete LLC conversion subtitle.source | Maryland locates the nonrefundable processing fee for articles of conversion in § 1-203(b)(1); this row states no amount.source |
| Maine | The converted organization remains the same entity; property, liabilities, rights, and pending proceedings continue without a transfer or dissolution.source | All LLC members must consent to the conversion plan, and a member who would acquire personal liability must give written consent.source | The conversion uses a plan and a filed statement of conversion; an inbound conversion also files a certificate of formation.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped Maine LLC transaction provisions.source | The Maine LLC Act locates statement-of-conversion filing fees in §1680(23), organized by destination entity type.source |
| Michigan | The conversion effects preserve the entity, original organization date, property, liabilities, proceedings, and ownership conversion without requiring dissolution.source | Members approve an outbound plan unanimously unless the articles or operating agreement provide otherwise; the statute states a separate organizer exception.source | The outbound procedure uses a plan of conversion and requires applicable formation documents and a certificate of conversion.source | The LLC conversion sections state no tax-clearance, tax-payment, or good-standing precondition.source | The LLC certificate-of-conversion filing fee is located at MCL 450.5101(1)(l).source |
| Minnesota | Conversion preserves the same entity, vested property, debts and liabilities, pending proceedings, rights and powers, and avoids statutory dissolution of the Minnesota limited liability company.source | The Minnesota limited liability company's conversion approval rule is stated in the entity act, with an additional consent protection when the transaction creates personal liability.source | The Minnesota limited liability company provisions require the stated plans, articles, and target formation document for conversion or a home-jurisdiction move.source | No tax-clearance, tax-payment, or good-standing condition is stated in the complete conversion and home-jurisdiction provisions for a Minnesota limited liability company.source | The Minnesota Revisor text identifies the statutory fee provision applicable to the limited liability company conversion filing.source |
| Missouri | Conversion preserves pre-conversion obligations and continuity, vested property, creditor rights, liabilities, and the same entity in the converted form.source | Conversion into a corporation follows the converting entity's governing writing or law; conversion from a corporation follows the corporation approval rule.source | Conversion into a corporation requires a certificate of conversion and articles of incorporation; conversion from a corporation requires a certificate of conversion.source | The complete conversion provisions state no tax-clearance, good-standing, or tax-payment condition; § 351.409(4) separately requires prescribed filing fees.source | The certificate-of-conversion filing-fee locator is Mo. Rev. Stat. § 351.658(15)-(16).source |
| Mississippi | For domestication, the entity remains the same entity without interruption; property, liabilities, rights, and pending proceedings continue.source | Approval follows the entity's organic rules, then its merger rules. If neither supplies a rule for a noncorporate entity, all voting interest holders approve; added owner liability requires consent.source | The filing instruments are a statement of conversion and a statement of domestication, each delivered to the Secretary of State for filing.source | For an inbound domestication, a certificate of good standing or existence from the formation jurisdiction must be issued less than 180 days before filing.source | The filing-fee authority is Miss. Code Ann. § 79-37-112(c)(5) and (7).source |
| Montana | Conversion or domestication continues the same entity; property, obligations, and pending proceedings carry through under the applicable effects section.source | Inbound conversion requires the partnership-agreement vote; outbound conversion requires all members or the operating-agreement percentage; domestication uses the part 14 approval ladder.source | Montana uses an agreement and articles of organization for inbound LLC conversion, a plan and articles of conversion for outbound conversion, and a plan and articles of domestication for jurisdiction changes.source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete captured LLC conversion and domestication sections.source | The conversion sections require all filing fees and tie the filing to the converted entity's formation or registration document; the official SOS schedule supplies the destination filing row.source |
| North Carolina | The converting entity continues in the resulting form; property, liabilities, and pending proceedings continue without dissolution or termination.source | All members must approve an LLC conversion plan, and any owner acquiring personal liability must also approve it.source | The LLC conversion uses a written plan and filed conversion articles or formation document, as the direction requires.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped North Carolina LLC conversion provisions.source | The North Carolina LLC statute locates the standalone articles-of-conversion filing fee at N.C.G.S. §57D-1-22(a)(13).source |
| North Dakota | The converted organization is the same entity; property remains vested, obligations continue, and pending actions may continue as if conversion had not occurred.source | A conversion plan requires board and member action; a domestic LLC's domestication plan requires all members, while a foreign LLC follows its governing statute.source | Articles of conversion must be filed with the secretary of state; an LLC domestication additionally uses articles of domestication.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in the complete North Dakota limited liability company conversion provisions.source | North Dakota locates the limited liability company conversion filing fee in N.D.C.C. § 10-32.1-92(6), (8); this row states no amount.source |
| Nebraska | A converted organization is the same entity for all purposes; Nebraska separately preserves the domesticating company through domestication.source | All members must consent to an LLC conversion plan; domestication and personal-liability approvals are governed by separate consent rules.source | Conversion uses a plan and articles of conversion or an inbound certificate of organization; domestication uses a plan and articles of domestication.source | No tax-clearance, tax-payment, or good-standing condition appears in the complete LLC conversion and domestication transaction band.source | The fee locator is the Nebraska LLC Act's general filing-fee provision in §21-192(1).source |
| New Hampshire | For conversion into an LLC, rights, property, title, liabilities, proceedings, creditor rights, liens, and converted ownership interests continue as stated.source | Outbound LLC conversion approval follows the operating agreement, its merger rule, or otherwise a majority vote of each member class or group.source | An inbound converting entity approves a plan and files a certificate of statutory conversion and certificate of formation.source | The complete LLC conversion and domestication provisions state no tax-clearance, tax-payment, or good-standing condition.source | The statutory-conversion certificate filing-fee locator is RSA 304-C:191, II(d).source |
| New Jersey | A converted or domesticated LLC remains the same entity; property, liabilities, proceedings, rights, and powers continue under the statutory effects rules.source | All members must consent to an LLC conversion or domestic LLC domestication; a liability-imposing plan also requires the affected member's consent unless the statutory exception applies.source | The route determines the filing: articles of conversion, a certificate of formation, articles of domestication, and for outward domestication a surrender statement.source | No tax-clearance, tax-payment, or good-standing condition is stated in the complete current LLC conversion and domestication scope.source | The LLC act locates the conversion filing fee at N.J.S.A. 42:2C-93(a)(5) and the residual act-document fee at paragraph (a)(14).source |
| New Mexico | The converted organization remains the same entity; its property, obligations, proceedings, rights, powers, purposes, and owners continue as stated.source | An LLC conversion requires the member or manager vote specified for conversion in the operating agreement, or all members if the agreement is silent.source | The instruments depend on direction and target: an agreement plus formation document and conversion statement, or a partnership statement.source | No tax-clearance, tax-payment, or good-standing condition was located in the conversion provisions for a New Mexico limited liability company.source | The LLC Act fee schedule locates the fees for original articles of organization and articles of conversion.source |
| Nevada | NRS 92A.250(3) treats a conversion as a continuation of the constituent limited-liability company's existence: property, liabilities and pending proceedings carry over without a winding-up or dissolution.source | NRS 92A.150(1)(a) sets the vote needed for a limited-liability company to approve a plan of merger, conversion or exchange.source | A plan of conversion is filed as articles of conversion plus the resulting entity's charter document (NRS 92A.105, .205); inbound domestication files articles of domestication (NRS 92A.270(1)(b)); signing rule at NRS 92A.230.source | No clearance condition is stated for an ordinary conversion of a limited-liability company; inbound domestication under NRS 92A.270(1)(b)(5) requires a certificate of good standing from the prior jurisdiction.source | NRS 92A.210 sets the filing fee for articles of merger, conversion, exchange, domestication or termination; the resulting limited-liability company's charter-document fee is set by its own chapter.source |
| New York | LLC Law § 1007: a converted partnership or limited partnership is the same entity; property stays vested, debts and liabilities continue, pending proceedings continue, and partners continue as members as agreed.source | LLC Law § 1006(c): a partnership's conversion needs all partners (or a lesser agreed share); a limited partnership's needs the general partners' agreed vote (else all) and a majority in interest of each limited-partner class.source | An agreement of conversion approved by the partners, and a signed certificate of conversion filed with the Department of State under LLC Law § 1006(e), with § 206 publication.source | LLC Law §§ 1006-1007 state no tax-clearance, good-standing or tax-payment condition for a conversion, and the LLC Law has no domestication provision.source | The filing fee for a certificate of conversion is set by LLC Law § 1101(r); the certificate-of-publication fee is set by § 1101(s).source |
| Ohio | Property, liabilities, proceedings, rights, and powers continue; an LLC result is the same continuing entity and keeps the original commencement date.source | All members of a converting LLC must consent; §1706.73 separately protects a member who would acquire personal liability.source | The parties use a written declaration; an outbound LLC files a certificate, while an inbound LLC files articles of organization containing conversion statements.source | If the entity converting to an Ohio LLC is a licensed domestic or foreign corporation, the certificate must include the referenced tax and agency evidence.source | The conversion filing fee is located at Ohio Rev. Code § 111.16(D); the fee amount is not included.source |
| Oklahoma | After conversion, the same entity continues; its property, rights, debts, liabilities, liens, and causes of action remain as stated.source | The operating agreement controls; otherwise its merger rule applies, then a majority-per-class fallback, plus unanimous consent from members gaining personal liability.source | The LLC files articles of conversion when the destination act lacks a conversion notice or when conversion is to a foreign entity.source | No tax-clearance, tax-payment, or good-standing precondition is stated in the LLC conversion sections.source | The LLC conversion filing fee is located at 18 O.S. § 2055(3).source |
| Oregon | The conversion effects rule preserves entity existence, property, obligations, pending proceedings, converted ownership interests, and the stated pre- and post-conversion liability rules.source | The Oregon limited liability company conversion provision states who approves the plan and permits any greater or lesser vote allowed by the specified governing document or law.source | After approval, the converting business entity files articles of conversion plus the plan or the permitted written declaration; the plan identifies any required target organizational information.source | No tax-clearance, tax-payment, or good-standing condition is stated in the complete Oregon limited liability company conversion provisions.source | The Oregon limited liability company act incorporates the Secretary of State filing-fee schedule in ORS 56.140 for documents filed under the act.source |
| Pennsylvania | A conversion continues the same association without interruption; property, liabilities, liens, rights, and pending proceedings continue under § 356(a).source | Unless the organic rules alter the rule, members approve by a majority of votes cast; a manager-managed LLC also requires manager approval.source | The filed instruments are a statement of conversion and a statement of domestication.source | Tax-clearance certificates apply when a domestic association converts or domesticates into a nonregistered foreign association, unless it simultaneously registers in Pennsylvania.source | The filing-fee locator for a statement of conversion or domestication is 15 Pa.C.S. § 153(a)(16)(i).source |
| Rhode Island | The converted form is the same entity, with property, creditor rights, liens, debts, liabilities, and duties preserved.source | The LLC agreement controls; otherwise merger authorization applies, with a majority-of-profits fallback by each class or group.source | Inbound conversion uses articles of organization and a conversion certificate; outbound conversion uses a non-Rhode-Island conversion certificate.source | An outbound conversion filing requires all filing fees, other fees, and taxes to be paid.source | The LLC fee section locates charges for organization, other filings, and an outbound conversion certificate.source |
| South Carolina | Inbound and outbound LLC conversion preserve property, obligations, pending proceedings, rights, and owner continuity under the applicable effects sections.source | Inbound partnership conversion uses the partnership-agreement vote; outbound LLC conversion uses all members or the percentage stated in the operating agreement.source | South Carolina uses an agreement of conversion and a destination-specific formation or conversion filing for LLC conversions.source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete mapped LLC conversion provisions.source | The LLC filing-fee locator is S.C. Code §33-44-1204; destination corporate and limited-partnership filings use their respective fee sections.source |
| South Dakota | Conversion and domestication preserve entity identity, property, obligations, and pending proceedings under separate effects sections.source | All members must consent to an LLC conversion plan; domestication and owner-liability changes have the separate approvals stated in §§47-34A-911 and 47-34A-914.source | Conversion uses a plan and articles of conversion or inbound articles of organization; domestication uses a plan and articles of domestication or organization surrender.source | No tax-clearance, tax-payment, or good-standing condition appears in the complete LLC conversion and domestication transaction band.source | LLC domestication, organization-surrender, and conversion filing fees are located in §47-34A-1206(j)-(l).source |
| Tennessee | The inbound and outbound effects provisions preserve entity identity, property, creditor rights, liabilities, proceedings, and continuity without dissolution.source | Inbound approval follows the converting entity's law and governing documents; outbound approval requires the stated manager/director and member majorities.source | The filing uses a certificate of conversion plus articles of organization inbound or any required Tennessee target-formation document outbound.source | The complete LLC conversion provisions state no tax-clearance, tax-payment, or good-standing condition.source | The certificate-of-conversion filing-fee locator is Tenn. Code Ann. § 48-249-1007(a)(3).source |
| Texas | On conversion the entity continues without interruption in the new form; property stays owned without any transfer, liabilities continue, and pending proceedings continue without substituting a party (BOC §10.106).source | A conversion is approved as the BOC prescribes; for an LLC a fundamental business transaction, which includes a conversion, needs the affirmative vote of a majority of all members (BOC §§10.101(b), 101.356(c), 1.002(32)).source | A written plan of conversion is adopted and a certificate of conversion, with the certificate of formation of any converted filing entity, is filed with the Secretary of State, or a county clerk for a REIT (BOC §§10.103, 10.154, 10.155).source | A certificate of conversion may not be accepted if required franchise taxes are unpaid or it does not provide that the converted entity is liable for them (BOC §10.156(2)); not applied to a continuance election (§10.1025(c)).source | The certificate-of-conversion filing fee is set by BOC §4.151(5), together with the converted entity's certificate-of-formation fee; the Secretary of State lists it on its Form 806 fee schedule.source |
| Utah | Conversion or domestication continues the LLC without interruption and preserves its property, liabilities, rights, rules, and interests.source | A Utah LLC follows its organic rules, then the statutory merger fallback, with recorded consent from any holder assuming post-transaction liability.source | A LLC uses a plan and files a statement of conversion or domestication with the Division; the statement includes the transaction parties and organic records.source | No tax-clearance, tax-payment, or good-standing condition is stated in Utah's complete conversion and domestication parts for a LLC.source | No conversion- or domestication-specific filing-fee locator is stated in current Title 16, Chapter 1a for a LLC.source |
| Virginia | Virginia preserves property, liabilities, proceedings, and entity continuity for LLC conversion and inbound domestication.source | LLC plans follow the operating agreement's amendment rule or unanimous member approval, with stated rules for memberless LLCs.source | LLC transactions use a plan and filed entity-conversion articles, domestication articles, or organization-surrender articles as applicable.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped Virginia LLC conversion and domestication provisions.source | The LLC conversion and domestication filing-fee locators are in Va. Code §13.1-1005.source |
| Vermont | Conversion continues the same organization without interruption; domestication continues the preexisting company, property, liabilities, proceedings, rights, and powers.source | An LLC conversion follows its organizational documents or requires all voting members; domestication requires all members, with separate consent protection for resulting personal liability.source | Conversion uses a plan and statement of conversion; domestication uses a plan and articles of domestication, plus a certificate-surrender statement for an outbound move.source | No tax-clearance, tax-payment, or good-standing condition was located in the transaction provisions for a Vermont LLC.source | The LLC Act fee schedule locates the filing fees for articles of domestication and a statement of conversion.source |
| Washington | The converted organization is the same entity; property remains vested, obligations continue, and pending proceedings may continue.source | All members must approve unless a written LLC agreement provides otherwise; a member assuming personal liability must separately consent.source | A converting LLC files articles of conversion; a non-LLC converting into a Washington LLC files a certificate of formation together with articles of conversion.source | The complete LLC conversion provisions state no tax-clearance, tax-payment, good-standing, or delinquency condition.source | The LLC articles-of-conversion filing fee is located in WAC 434-112-085(7)(h); this row states no amount.source |
| Wisconsin | The converted entity is the same entity; property vests without transfer, liabilities continue, proceedings may continue, and dissolution is avoided as stated.source | All members approve a Wisconsin LLC's outbound plan; an inbound plan is approved under the converting entity's governing law.source | Chapter 183 uses a plan and articles of conversion for conversion, and a plan and articles of domestication for domestication.source | Chapter 183 states no tax-clearance, tax-payment, or good-standing precondition for conversion or domestication.source | The filing-fee locator for LLC articles of conversion or domestication is Wis. Stat. § 183.0122(2)(a)11.source |
| West Virginia | The converted LLC is the same continuing entity; property, liabilities, rights, and pending proceedings continue as stated for the applicable source entity.source | Partnership and LP approval follows the partnership agreement or all partners; a domestic corporation requires approval by all shareholders.source | A partnership or LP files articles of organization; a domestic corporation files articles of conversion satisfying the LLC organization requirements.source | Unknown Verified absenceThe checked official source does not state this value.source | The filing fee is located at W. Va. Code § 59-1-2(a)(1)(N); the fee amount is not included.source |
| Wyoming | On conversion property remains, obligations continue and pending actions may proceed (W.S. 17-26-101(g)); continuance, transfer and domestication continue the company without affecting its property or liabilities.source | Conversion terms are approved per the entity's organizing documents (W.S. 17-26-101(d)); a manager-managed LLC needs all members' consent by default (W.S. 17-29-407(c)(iv)(B)); members adopt a transfer resolution.source | Conversion: file the appropriate document of organization (W.S. 17-26-101(e)); continuance: articles of continuance; transfer: application for certificate of transfer; domestication: articles of domestication.source | Domestication requires a certificate of good standing not more than 30 days old (W.S. 17-29-1013(a)(i)); LLC records are filed once filing fees and any past due fees, taxes or penalties are paid (W.S. 17-29-205(a)).source | Fees: W.S. 17-26-101(h) (conversion), W.S. 17-29-1011(e) (transfer toll charge), and the SoS fee schedule line for LLC articles of organization, continuance and domestication.source |
Source: 51 US jurisdictions (50 states plus DC). Each source link opens the authority for its cell. The page source record lists the capture date and snapshot for every cell.
Field definitions
- Continuity after the transaction
- What the captured act states about continuity of the entity, property, liabilities or proceedings.
- Required approvals
- What the captured act states about approval of the plan or transaction.
- Filing instrument
- Which articles, certificate, statement or other filing instrument the captured act identifies.
- Tax-clearance condition
- Whether the captured act text states a tax-clearance, tax-payment or good-standing condition.
- Filing-fee locator
- Where the captured materials locate the filing fee; this table does not restate fee amounts.
Procedure, continuity and filing — corporation
These corporation fields report statutory effects, approvals, filing instruments and filing-related conditions.
| Jurisdiction | Continuity after the transaction | Required approvals | Filing instrument | Tax-clearance condition | Filing-fee locator |
|---|---|---|---|---|---|
| Alaska | Conversion and domestication continue the same entity without interruption; property and liabilities continue, and the continued name may replace the prior name in pending proceedings.source | Alaska's hierarchy uses corporate organic rules and law; the merger analogue requires board submission and at least two-thirds of outstanding shares, plus recorded consent for new owner liability.source | The filing instrument is a statement of conversion or domestication; a compliant signed plan may be filed instead and has the same effect.source | No tax-clearance, tax-payment, or good-standing condition was stated in the complete Alaska conversion and domestication provisions searched.source | The filing-fee locator for statements of conversion and domestication is 3 AAC 16.140(5) and (7).source |
| Alabama | The conversion-effects subsection preserves property, obligations, proceedings, powers, and entity continuity.source | An Alabama corporation's conversion needs board adoption and a stockholder vote of a majority of the votes entitled to be cast, with each voting group approving separately.source | The converted form determines which statement or certificate accompanies the statement of conversion under § 10A-1-8.01(d).source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | The conversion filing-fee locator is Ala. Code § 10A-1-4.31(a)(1)(g).source |
| Arkansas | The converted organization remains the same entity; property, obligations, rights, and pending proceedings continue.source | The board recommends the corporation conversion plan, and the entitled shareholders and voting groups approve it.source | The filing instruments are a plan and articles of conversion, or articles of incorporation for an inbound conversion.source | No tax-clearance or good-standing condition is stated in the mapped CORP transaction provisions.source | The Arkansas Secretary of State CORP forms table provides a conversion filing-fee locator.source |
| Arizona | Conversion or domestication continues the Arizona business corporation without interruption and carries forward its property, obligations, rights and organizational documents.source | A domestic Arizona corporation's board submits the plan and the entitled shareholder voting groups approve it under § 10-1103, subject to the statute's stated voting rules.source | Arizona uses plans and statements of conversion and domestication for a business corporation; the applicable statement is delivered to the proper filing authority.source | No tax-clearance, tax-payment or good-standing condition was located in Arizona's complete conversion and domestication articles for a business corporation.source | The filing-fee locator for an Arizona business corporation's conversion or domestication statement is A.R.S. § 10-122(A)(10) (amount not reproduced here).source |
| California | Same entity for all purposes except Rev. & Tax. Code Parts 10, 10.20 and 11; property vests, debts and liens continue, pending actions continue; shareholder-liability and creditor-notice rules apply (§ 1158).source | Board approval and approval by the outstanding shares of each class (close corporations: two-thirds of each class, articles may vary within limits), plus each shareholder who becomes a general partner or manager (§ 1152(b)-(c)).source | A plan of conversion; a statement of conversion on the converted entity's formation filing, or a certificate of conversion (SOS form) for a foreign result; inbound, articles of incorporation containing a statement of conversion.source | Chapter 11.5 states no tax-clearance or good-standing condition for a conversion; § 1155(e) instead deems the converted entity to assume the converting corporation's tax filing and payment liability.source | The conversion filing fee is set by Gov. Code § 12184 for any conversion under Corp. Code ch. 11.5; the Secretary of State's Conversion Information page lists the forms and fees.source |
| Colorado | The resulting entity is the same continuing entity; pre-conversion obligations and personal liabilities are unaffected, and no winding up or dissolution is required by the conversion.source | The board submits the conversion plan to shareholders, and each separately entitled voting group approves by a majority of all votes entitled to be cast unless a greater vote applies.source | Depending on whether the resulting entity has a Colorado constituent filing, the instrument is a statement of conversion or a combined statement and constituent document.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in Colorado's complete entity-conversion provisions.source | Colorado locates Secretary of State filing fees in C.R.S. § 24-21-104 through the Title 7 definition of “fee”; no amount is stated in this row.source |
| Connecticut | On conversion or domestication, the same entity continues without interruption; property stays vested, liabilities continue, and pending proceedings continue under the new name.source | The entity's organic rules govern approval; merger rules or unanimous interest-holder approval apply as statutory fallbacks, with added consent for new interest-holder liability.source | The filing instruments are a certificate of conversion and a certificate of domestication, each filed with the Secretary of the State (§§34-635(a), 34-645(a)).source | No tax-clearance, good-standing, or tax-payment condition is stated in Connecticut chapter 616 after a complete full-text search.source | The filing-fee source is the Connecticut Secretary of the State's Entity Transactions XXI table. No fee amount is stated here.source |
| District of Columbia | On conversion, the same entity continues without interruption; property, liabilities, powers, and pending proceedings continue as stated.source | A conversion follows the entity's organic conversion rules, then merger rules, then the statutory unanimous fallback, with separate consent for new holder liability.source | The converting entity files a statement of conversion; a qualifying signed plan of conversion may be filed instead.source | No tax-clearance, good-standing, or tax-payment precondition is stated in the captured conversion and applicable domestication provisions.source | DLCP's all-entities fee schedule locates the filing fee under “Statement of conversion.”source |
| Delaware | After a Delaware corporation converts, the new form is the same entity, property and debts stay vested and attached, prior liabilities are unaffected, and unless the resolution provides otherwise it need not wind up (§ 266(e), (f), (h)).source | Board resolution, then a majority of outstanding shares entitled to vote, plus consent of each stockholder who becomes a general partner; no stockholder vote if no shares were issued (§ 266(b), (i)); transfers follow § 390(b).source | Out: certificate of conversion to non-Delaware entity (§ 266(c)-(d)) or certificate of transfer (§ 390(b)); in: certificate of conversion to corporation or of corporate domestication, each with a certificate of incorporation.source | No corporation may be transferred out (ending its Delaware existence) or converted until all franchise taxes, including for the month the transaction takes effect, are paid and all franchise tax reports filed (§ 277).source | Filing fees for corporate domestication, transfer and conversion certificates are set in 8 Del. C. § 391(a)(19), (25), (26) and (27), with the certificate-of-incorporation fee of § 391(a)(1) added for (19) and (26).source |
| Florida | After conversion or domestication the entity is deemed the same entity without interruption, property and liabilities remain with it, its name may be substituted in pending proceedings, and it is not dissolved (ss. 607.11935, 607.11924).source | The board adopts the plan, then shareholders approve it by a majority of votes entitled to be cast (with a quorum), each class or series voting separately, unless a greater vote is required (ss. 607.11932, 607.11921).source | Conversion: plan of conversion and articles of conversion delivered to the Department of State; domestication: plan of domestication and articles of domestication delivered for filing (ss. 607.11933(3), 607.11922(4)).source | Conversions, and a domestic corporation domesticating into another jurisdiction, require the corporation or entity to be active and current in its annual reports through Dec. 31 of the filing year (s. 607.1622(9), (10), (12)).source | The fee for domesticating a foreign corporation is set in s. 607.0122(20); the corporation conversion fee is listed on the Division of Corporations fee schedule; s. 607.0122(24) is the residual fee line.source |
| Georgia | The inbound provision continues the same entity, vests its property and rights without further act, and preserves liabilities, creditor rights, liens, claims, and proceedings.source | The outbound conversion plan for a Georgia business corporation requires the approval stated in O.C.G.A. § 14-2-1109.3.source | The conversion provisions require the stated conversion plan and Secretary of State filing instruments for a Georgia business corporation transaction.source | No tax-clearance, tax-payment, or good-standing condition is stated in the captured conversion provisions for a Georgia business corporation.source | The statutory filing-fee schedule contains a certificate-of-conversion line for a Georgia business corporation.source |
| Hawaii | On conversion, the entity continues without interruption; property, liabilities, creditor rights, and pending proceedings continue under HRS § 414-274.source | The board generally recommends the plan and voting shareholders approve it; § 414-313(e)-(g) supplies incorporation-date-sensitive thresholds and separate voting-group rules.source | The filed instrument is called articles of conversion; § 414-271(e) identifies filing with the department director.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | The filing-fee authority for corporate articles of conversion is HRS § 414-13(a)(4).source |
| Iowa | After conversion or domestication, the corporation continues as the same entity without interruption; property and liabilities remain and pending proceedings continue under the new name.source | The board adopts the plan and shareholders approve it by the statutory majority and voting-group rules; affected shareholders separately consent to new interest-holder liability.source | Chapter 490 requires a plan and a Secretary of State filing called articles of conversion or articles of domestication.source | Chapter 490 states no tax-clearance, tax-payment or good-standing condition for corporate conversion or domestication.source | The filing-fee locator for corporate articles of domestication or conversion is Iowa Code §490.122(1)(j)-(k).source |
| Idaho | Conversion and domestication preserve the same entity without interruption, vested property, liabilities, rights, and pending proceedings.source | Corporation conversion and domestication plans require board adoption and shareholder approval under corporation-specific rules.source | A plan is approved and a statement is filed for conversion or domestication; a signed plan meeting the statement requirements may be filed instead.source | No tax-clearance, good-standing, or tax-payment condition is stated in the captured conversion and domestication provisions.source | The filing-fee locator is Idaho Code § 30-21-214(b)(5)-(6).source |
| Illinois | The converted or domesticated entity is the same entity without interruption; property stays vested, liabilities continue, its name may be substituted in pending actions, and no dissolution occurs (805 ILCS 415/206, 306).source | Approval follows the organic rules; absent a provision, the shareholder-voted merger rule applies: board resolution, then two-thirds of votes unless the articles set another majority (805 ILCS 415/203, 303; 805 ILCS 5/11.05, 11.20).source | A plan of conversion or domestication is approved, then a statement of conversion or statement of domestication is signed and filed with the Secretary of State on its prescribed form (805 ILCS 415/202, 205, 302, 305, 404).source | No tax-clearance, good-standing or tax-payment condition is stated in the Entity Omnibus Act's conversion and domestication provisions or in 805 ILCS 5/1.63.source | Filing fees for a statement of conversion and a statement of domestication are set in 805 ILCS 415/401(b); expedited-service fees for both are set in 805 ILCS 415/407(a).source |
| Indiana | On conversion or domestication, the same entity continues without interruption; property remains vested, liabilities continue, and pending proceedings continue under IC 23-0.6-4-6(a) and -5-6(a).source | An Indiana business corporation approves under its organic rules, specified merger-approval rules, or the statutory fallback; written consent is required from holders assuming post-transaction liability.source | Indiana requires signed articles of conversion or articles of domestication to be delivered to the secretary of state for filing (IC 23-0.6-4-5(a); IC 23-0.6-5-5(a)).source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete IC 23-0.6-4 conversion or IC 23-0.6-5 domestication chapter bodies.source | Filing-fee locations: IC 23-0.5-9-49 for articles of conversion and IC 23-0.5-9-51 for articles of domestication.source |
| Kansas | The converted entity continues without interruption; property, liabilities, rights, and pending proceedings continue under K.S.A. 17-78-406(a).source | Approval follows the entity's organic rules, then its merger-approval rule, and otherwise requires all voting interest holders; liability-bearing holders may also need written approval.source | The entity approves an agreement of conversion and files a certificate of conversion with the Secretary of State.source | The complete Kansas conversion and domestication provisions state no tax-clearance, tax-payment, or good-standing condition.source | The complete Kansas conversion and domestication provisions require certificate filing but state no filing-fee locator.source |
| Kentucky | For corporation-to-LLC conversion, the statute preserves the same entity, property, obligations, and pending proceedings.source | Corporation-to-LLC conversion follows board and voting-group approval rules; conversion to a statutory trust also requires all shareholders.source | A corporation converting to an LLC files articles of organization; one converting to a statutory trust files a certificate of trust.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | The corporation-to-LLC articles fee is located in KRS 275.055(1); the corporate chapter's filing schedule is KRS 271B.1-220.source |
| Louisiana | Entity conversion and domestication preserve the corporation's property, liabilities, pending proceedings, governing documents, and uninterrupted identity.source | The board adopts and submits the plan; conversion requires a majority of each class or series voting separately, while domestication ordinarily requires a majority of votes entitled to be cast and any required separate group.source | Louisiana uses plans and articles for corporation conversion and domestication, with articles of charter surrender for an outbound domestication or conversion to a foreign unincorporated entity.source | A short-period tax return is required for a corporation entity conversion if the surviving entity's tax classification differs from the converting entity's classification.source | Corporation transaction filing-fee locators are La. R.S. 49:222(B)(1)(b) and (d); amounts are not reproduced here.source |
| Massachusetts | For domestic conversion or inbound domestication, property and liabilities continue and the survivor is the same corporation or entity without interruption.source | The board adopts and submits the plan; shareholder voting follows the statutory percentage and voting-group rules, with separate consent for new owner liability on conversion.source | Domestic conversion uses articles of entity conversion; inbound domestication uses articles of domestication; outbound conversion or domestication may use articles of charter surrender.source | The complete conversion and domestication provisions reaching this entity type state no tax-clearance, tax-payment, or tax-good-standing condition.source | The official Corporations Division fee schedule lists conversion and charter-surrender filing fees; the amount is not included.source |
| Maryland | The converted entity is the same continuing entity; assets vest, obligations and liens continue, and pending proceedings may continue or substitute the resulting entity.source | Outbound approval generally requires board action, notice, and two-thirds of votes entitled to be cast; inbound approval follows the source entity's governing rules.source | Articles of conversion must be filed for record with the Maryland Department of Assessments and Taxation.source | Unknown Verified absenceThe checked official source does not state this value.source | Maryland locates the nonrefundable processing fee for articles of conversion in § 1-203(b)(1); this row states no amount.source |
| Maine | The Act preserves property, liabilities, pending proceedings, and entity continuity for inbound domestication and domestic entity conversion, with specified outbound consequences.source | The board and shareholders approve corporation conversion and domestication plans under the stated voting-group, majority, and written-consent rules.source | Corporation transactions use a plan plus articles of domestication or entity conversion; outbound transactions use articles of charter surrender where specified.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped Maine CORP transaction provisions.source | The Maine Business Corporation Act locates domestication and conversion filing fees in §123(1)(N), (Q), and (R).source |
| Michigan | The conversion effects preserve the entity, original incorporation date, property, liabilities, proceedings, and ownership conversion without requiring dissolution.source | The outbound plan uses the merger approval procedure, including the stated majority vote of outstanding shares and any separately voting class or series.source | The outbound procedure uses a plan of conversion and requires applicable formation documents and a certificate of conversion.source | The corporation conversion sections state no tax-clearance, tax-payment, or good-standing precondition.source | The chapter 7 certificate-of-conversion filing fee is located at MCL 450.2060(1)(e).source |
| Minnesota | Conversion preserves the same entity, vested property, debts and liabilities, pending proceedings, rights and powers, and avoids statutory dissolution of the Minnesota business corporation.source | The Minnesota business corporation's conversion approval rule is stated in the entity act, with an additional consent protection when the transaction creates personal liability.source | The Minnesota business corporation provisions require the stated plans, articles, and target formation document for conversion or a home-jurisdiction move.source | No tax-clearance, tax-payment, or good-standing condition is stated in the complete conversion and home-jurisdiction provisions for a Minnesota business corporation.source | The Minnesota Revisor text identifies the statutory fee provision applicable to the business corporation conversion filing.source |
| Missouri | Conversion preserves pre-conversion obligations and continuity, vested property, creditor rights, liabilities, and the same entity in the converted form.source | Outbound corporation conversion requires board approval and unanimous outstanding shares, except that no shareholder vote is required before shares are issued.source | Conversion into a corporation requires a certificate of conversion and articles of incorporation; conversion from a corporation requires a certificate of conversion.source | The complete conversion provisions state no tax-clearance, good-standing, or tax-payment condition; § 351.409(4) separately requires prescribed filing fees.source | The certificate-of-conversion filing-fee locator is Mo. Rev. Stat. § 351.658(15)-(16).source |
| Mississippi | For domestication, the entity remains the same entity without interruption; property, liabilities, rights, and pending proceedings continue.source | Approval follows the entity's organic rules, then its merger rules. If neither supplies a rule for a noncorporate entity, all voting interest holders approve; added owner liability requires consent.source | The filing instruments are a statement of conversion and a statement of domestication, each delivered to the Secretary of State for filing.source | For an inbound domestication, a certificate of good standing or existence from the formation jurisdiction must be issued less than 180 days before filing.source | The filing-fee authority is Miss. Code Ann. § 79-37-112(c)(5) and (7).source |
| Montana | On conversion or domestication, the same entity continues without interruption; its property, obligations, and pending proceedings carry through.source | The board first adopts a conversion or domestication plan, then shareholders approve under the stated majority and voting-group rules; liability-bearing shareholders give separate consent.source | Montana requires a plan and filed articles for both corporation conversion and corporation domestication.source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete captured corporation conversion and domestication part.source | The articles-of-conversion section attaches the converted entity's public organic record; the official SOS schedule supplies the corresponding destination filing row.source |
| North Carolina | The converting entity continues in the resulting form; property, liabilities, and pending proceedings continue without dissolution or termination.source | The board and voting shareholders approve a corporation conversion plan under the stated majority and personal-liability-consent rules.source | The CORP conversion uses a written plan and filed conversion articles or formation document, as the direction requires.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped North Carolina CORP conversion provisions.source | The North Carolina CORP statute locates the standalone articles-of-conversion filing fee at N.C.G.S. §55-1-22(a)(12a).source |
| North Dakota | The converted organization is the same entity; property remains vested, obligations continue, and pending actions may continue as if conversion had not occurred.source | A conversion plan requires board approval followed by shareholder approval; a noncorporate converting organization follows its governing statute.source | Articles of conversion must be signed for the converting organization and filed with the secretary of state.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in the complete North Dakota business corporation conversion provisions.source | North Dakota locates the business corporation conversion filing fee in N.D.C.C. § 10-19.1-147(5); this row states no amount.source |
| Nebraska | Conversion preserves the entity's property, liabilities, proceedings, and uninterrupted identity; domestication has parallel continuity rules.source | The board and shareholders approve conversion and domestication plans under their respective voting rules; conversion also requires consent from shareholders who would acquire owner liability.source | Entity conversion uses a plan and articles of conversion or charter surrender; domestication uses a plan and articles of domestication or charter surrender.source | No tax-clearance, tax-payment, or good-standing condition appears in the complete corporate domestication and entity-conversion transaction bands.source | The corporate filing-fee locator is the Nebraska Model Business Corporation Act catch-all in §21-205(a)(12).source |
| New Hampshire | For a domestic survivor, property, liabilities, proceedings, organic documents, ownership interests, and uninterrupted entity identity continue as stated.source | Outbound corporate conversion requires board adoption and shareholder approval under the voting and owner-liability rules in RSA 293-A:9.52(a).source | The conversion uses a plan and filed articles of entity conversion or, for an outbound foreign conversion, articles of charter surrender.source | The complete corporate conversion and domestication provisions state no tax-clearance, tax-payment, or good-standing condition.source | The domestication, charter-surrender, and entity-conversion filing-fee locators are RSA 293-A:1.22(a)(5)-(8).source |
| New Jersey | The converted corporation or successor other entity is deemed the same entity, with rights, property, debts, liabilities, and duties preserved.source | Inbound approval follows the source entity's governing documents and law; outbound conversion requires board action and approval by all outstanding shares, subject to the no-issued-shares rule.source | Inbound conversion requires a certificate of conversion to corporation and certificate of incorporation; outbound conversion uses a certificate of conversion.source | The complete corporate-conversion provisions state a filing-fee condition but no tax-clearance or good-standing condition.source | The outbound corporate-conversion provision places the fee-payment condition in N.J.S.A. 14A:11A-2(6). No fee amount is stated here.source |
| New Mexico | The converted corporation or successor remains the same entity; its property, obligations, proceedings, rights, powers, purposes, and owners continue as stated.source | A corporation-to-LLC conversion requires the approval specified for conversions in its governing writing, or all shareholders if that writing is silent.source | A corporation-to-LLC conversion uses an agreement, articles of organization, and a conversion statement; the reverse uses articles of incorporation and a statement.source | No tax-clearance, tax-payment, or good-standing condition was located in the conversion provisions for a New Mexico business corporation.source | The corporate and LLC fee schedules locate the formation-document and conversion-filing fees used by the two directions.source |
| Nevada | NRS 92A.250(3) treats a conversion as a continuation of the constituent corporation's existence: property, liabilities and pending proceedings carry over without a winding-up or dissolution.source | NRS 92A.120(1) sets the vote needed for a corporation to approve a plan of merger, conversion or exchange.source | A plan of conversion is filed as articles of conversion plus the resulting entity's charter document (NRS 92A.105, .205); inbound domestication files articles of domestication (NRS 92A.270(1)(b)); signing rule at NRS 92A.230.source | No clearance condition is stated for an ordinary conversion of a corporation; inbound domestication under NRS 92A.270(1)(b)(5) requires a certificate of good standing from the prior jurisdiction.source | NRS 92A.210 sets the filing fee for articles of merger, conversion, exchange, domestication or termination; the resulting corporation's charter-document fee is set by its own chapter.source |
| New York | With no conversion or domestication procedure in the Business Corporation Law, no effects or continuity provision for such a transaction was located.source | With no conversion or domestication procedure in the Business Corporation Law, no approval rule for such a transaction was located.source | With no conversion or domestication procedure in the Business Corporation Law, no filing instrument for such a transaction was located.source | With no conversion or domestication procedure in the Business Corporation Law, no tax-clearance condition for such a transaction is stated.source | With no conversion or domestication procedure in the Business Corporation Law, no filing fee for such a transaction was located.source |
| Ohio | The converting entity continues in the converted entity; assets, powers, obligations, creditor rights, and liens continue without further act or deed.source | Directors approve, shareholders adopt after notice, and the default threshold is at least two-thirds of voting power, subject to the stated article and class-vote rules.source | The transaction uses a written declaration of conversion and a certificate of conversion filed with the Secretary of State.source | A converting licensed domestic or foreign corporation must accompany its certificate with the tax and agency evidence referenced in the dissolution or foreign-license statutes.source | The conversion filing fee is located at Ohio Rev. Code § 111.16(D); the fee amount is not included.source |
| Oklahoma | After conversion, the same entity continues; its property, rights, debts, liabilities, liens, and causes of action remain as stated.source | The board adopts and recommends the resolution; a majority of voting shares approves, with each future general partner separately consenting.source | The corporation files a certificate of conversion when the destination act lacks a conversion notice or when conversion is to a foreign entity.source | No tax-clearance, tax-payment, or good-standing precondition is stated in the corporation conversion sections.source | The corporation conversion filing fee is located at 18 O.S. § 1142(A)(12).source |
| Oregon | The conversion effects rule preserves entity existence, property, obligations, pending proceedings, converted ownership interests, and the stated pre- and post-conversion liability rules.source | A corporation's conversion plan is approved under the incorporated merger-approval mechanics, including board submission and the applicable shareholder voting rule.source | After approval, the converting business entity files articles of conversion plus the plan or the permitted written declaration; the plan identifies any required target organizational information.source | No tax-clearance, tax-payment, or good-standing condition is stated in the complete Oregon business corporation conversion provisions.source | The Oregon business corporation act incorporates the Secretary of State filing-fee schedule in ORS 56.140 for documents filed under the act.source |
| Pennsylvania | A conversion continues the same association without interruption; property, liabilities, liens, rights, and pending proceedings continue under § 356(a).source | A business corporation generally requires board approval plus a majority of votes cast by eligible shareholders, including any required class vote.source | The filed instruments are a statement of conversion and a statement of domestication.source | Tax-clearance certificates apply when a domestic association converts or domesticates into a nonregistered foreign association, unless it simultaneously registers in Pennsylvania.source | The filing-fee locator for a statement of conversion or domestication is 15 Pa.C.S. § 153(a)(16)(i).source |
| Rhode Island | The converted form is the same entity, with property, creditor rights, liens, debts, liabilities, and duties preserved.source | The board recommends conversion and all outstanding shares approve it; no shareholder vote is needed before any shares issue.source | Inbound conversion uses articles of incorporation and a conversion certificate; outbound conversion uses a non-Rhode-Island conversion certificate.source | An outbound conversion filing requires payment of all corporation fees and taxes.source | The corporation fee section locates charges for incorporation, other filings, and an outbound conversion certificate.source |
| South Carolina | Corporation conversion and inbound domestication preserve the same entity, property, obligations, pending proceedings, rights, and owner interests.source | Inbound partnership conversion uses the partnership-agreement vote; outbound corporation conversion requires board submission and the stated shareholder vote; inbound domestication uses the vote certified in its articles.source | Corporation transactions use a plan or agreement and destination-specific formation or conversion articles; inbound domestication uses articles of domestication.source | A corporation domesticating into South Carolina must file the initial annual report and minimum license fee with its articles of domestication.source | Corporation conversion and domestication filing fees and filing taxes are located in S.C. Code §33-1-220.source |
| South Dakota | Entity conversion and domestication preserve property, liabilities, pending proceedings, and entity continuity under separate effects sections.source | The board adopts the conversion plan and submits it for shareholder approval, with separate consent for owner-liability changes; domestication follows the parallel rule in §47-1A-921.source | Entity conversion uses a plan and articles of entity conversion or charter surrender; domestication uses a plan and articles of domestication or charter surrender.source | No tax-clearance, tax-payment, or good-standing condition appears in the complete corporate domestication and entity-conversion transaction bands.source | Corporate domestication, charter-surrender, and entity-conversion filing fees are located in §47-1A-122(7)-(10).source |
| Tennessee | The effects subsection preserves property, obligations, proceedings, organic documents, interests, uninterrupted identity, and original organization date.source | Outbound corporate conversion requires board adoption, shareholder approval by the stated voting rules, and written consent where owner liability is created.source | The conversion uses a plan and filed articles of entity conversion or, for an outbound foreign conversion, articles of charter surrender.source | The corporate conversion provisions contain a tax-law savings clause but state no tax-clearance, tax-payment, or good-standing condition.source | The filing-fee locators for articles of entity conversion and charter surrender are § 48-11-303(a)(14)-(15).source |
| Texas | On conversion the entity continues without interruption in the new form; property stays owned without any transfer, liabilities continue, and pending proceedings continue without substituting a party (BOC §10.106).source | The board approves the plan of conversion and submits it to shareholders, whose approval needs two-thirds of outstanding shares entitled to vote, or a certificate-set portion not below a majority (BOC §§21.453, 21.457, 21.365).source | A written plan of conversion is adopted and a certificate of conversion, with the certificate of formation of any converted filing entity, is filed with the Secretary of State, or a county clerk for a REIT (BOC §§10.103, 10.154, 10.155).source | A certificate of conversion may not be accepted if required franchise taxes are unpaid or it does not provide that the converted entity is liable for them (BOC §10.156(2)); not applied to a continuance election (§10.1025(c)).source | The certificate-of-conversion filing fee is set by BOC §4.151(5), together with the converted entity's certificate-of-formation fee; the Secretary of State lists it on its Form 806 fee schedule.source |
| Utah | Conversion or domestication continues the business corporation without interruption and preserves its property, liabilities, rights, rules, and interests.source | A Utah business corporation follows its organic rules, then the statutory merger fallback, with recorded consent from any holder assuming post-transaction liability.source | A business corporation uses a plan and files a statement of conversion or domestication with the Division; the statement includes the transaction parties and organic records.source | No tax-clearance, tax-payment, or good-standing condition is stated in Utah's complete conversion and domestication parts for a business corporation.source | No conversion- or domestication-specific filing-fee locator is stated in current Title 16, Chapter 1a for a business corporation.source |
| Virginia | Virginia preserves property, debts, proceedings, and uninterrupted entity continuity for corporate conversion and domestication.source | The board adopts and shareholders approve outbound corporate plans under the stated voting and interest-holder-liability consent rules.source | Corporate conversion and domestication each use a plan and articles filed with the Commission.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped Virginia CORP conversion and domestication provisions.source | Corporate filing-fee locators are in Va. Code §13.1-616, with applicable charter fees in §13.1-615.1.source |
| Vermont | Conversion continues the same organization without interruption; domestication continues the preexisting corporation, property, liabilities, proceedings, rights, and powers.source | Corporate conversion uses the merger-approval procedure; domestication follows the chapter and organizational documents, with merger-vote fallbacks and personal-liability consent protection.source | Conversion uses a plan and statement of conversion; domestication uses a plan and articles of domestication, plus a surrender statement for an outbound move.source | No tax-clearance, tax-payment, or good-standing condition was located in the transaction provisions for a Vermont business corporation.source | The Business Corporation Act index identifies § 1.22 as the filing-fee section; the LLC Act separately locates the statement-of-conversion fee for an LLC-route transaction.source |
| Washington | The converted entity remains the same entity; property stays vested, obligations and liens continue, and pending proceedings may continue.source | A domestic corporation's board must first approve the plan, followed by the required shareholder and voting-group approvals; affected shareholders separately consent to owner liability.source | After approval, articles of entity conversion must be executed and delivered to the secretary of state for filing.source | The complete corporate entity-conversion chapter states no tax-clearance, tax-payment, good-standing, or delinquency condition.source | The corporate articles-of-conversion filing fee is located in WAC 434-112-085(7)(h); this row states no amount.source |
| Wisconsin | The converted entity is the same entity; property and liabilities continue, pending proceedings may continue, and dissolution is avoided as stated.source | The board approves; when shareholder approval is required, each voting group approves by the stated majority, subject to the statutory exceptions.source | Chapter 180 uses a plan and articles of conversion for conversion, and a plan and articles of domestication for domestication.source | Chapter 180 states no tax-clearance, tax-payment, or good-standing precondition for conversion or domestication.source | The filing-fee locator for corporate articles of conversion is Wis. Stat. § 180.0122(1m)(yr).source |
| West Virginia | The corporation continues as the same entity in WV LLC form without dissolution; its property, liabilities, rights, and causes of action continue.source | The board adopts and recommends the conversion plan; all shareholders, whether or not entitled to vote, must approve it.source | The corporation files articles of conversion satisfying the LLC organization requirements; the Secretary of State issues a certificate of conversion.source | Unknown Verified absenceThe checked official source does not state this value.source | The filing fee is located at W. Va. Code § 59-1-2(a)(1)(N); the fee amount is not included.source |
| Wyoming | On conversion property remains, obligations continue and pending actions may proceed (W.S. 17-16-1116, 17-26-101(g)); domestication, continuance and transfer continue the corporation and its property and liabilities.source | Conversion is approved per the corporation's documents (W.S. 17-26-101(d)) and, to an LLC, by shareholders (W.S. 17-16-1115(d)); a transfer needs board adoption and, by default, a shareholder majority (W.S. 17-16-1720(g)).source | Conversion: appropriate document of organization (W.S. 17-26-101(e)) or, to an LLC, articles of organization (W.S. 17-16-1115(d)); domestication, continuance and transfer use their own articles or application.source | Domestication requires a certificate of good standing not more than 30 days old (W.S. 17-16-1802(a)(i)); franchise tax and past due fees, taxes or penalties must be paid when a document is filed (W.S. 17-16-120(j)).source | Fees: W.S. 17-26-101(h) (conversion), W.S. 17-16-1720(e) (transfer toll charge), W.S. 17-16-122, and the SoS fee schedule line for corporation articles of incorporation, continuance and domestication.source |
Source: 51 US jurisdictions (50 states plus DC). Each source link opens the authority for its cell. The page source record lists the capture date and snapshot for every cell.
Field definitions
- Continuity after the transaction
- What the captured act states about continuity of the entity, property, liabilities or proceedings.
- Required approvals
- What the captured act states about approval of the plan or transaction.
- Filing instrument
- Which articles, certificate, statement or other filing instrument the captured act identifies.
- Tax-clearance condition
- Whether the captured act text states a tax-clearance, tax-payment or good-standing condition.
- Filing-fee locator
- Where the captured materials locate the filing fee; this table does not restate fee amounts.
Procedure, continuity and filing — limited partnership
These limited-partnership fields report statutory effects, approvals, filing instruments and filing-related conditions.
| Jurisdiction | Continuity after the transaction | Required approvals | Filing instrument | Tax-clearance condition | Filing-fee locator |
|---|---|---|---|---|---|
| Alaska | Conversion and domestication continue the same entity without interruption; property and liabilities continue, and the continued name may replace the prior name in pending proceedings.source | Alaska's hierarchy uses a partnership's organic rules or merger rule; if neither supplies a rule, all interest holders entitled to vote must approve, with separate recorded consent for new owner liability.source | The filing instrument is a statement of conversion or domestication; a compliant signed plan may be filed instead and has the same effect.source | No tax-clearance, tax-payment, or good-standing condition was stated in the complete Alaska conversion and domestication provisions searched.source | The filing-fee locator for statements of conversion and domestication is 3 AAC 16.140(5) and (7).source |
| Alabama | The conversion-effects subsection preserves property, obligations, proceedings, powers, and organizational continuity.source | All members or partners must consent, and any person acquiring personal liability must consent to the plan.source | The statute requires a statement of conversion and, when the converted organization is the in-state entity type, a certificate of formation.source | The complete limited partnership conversion article states no tax-clearance, tax-payment, or good-standing condition.source | The conversion filing-fee locator is Ala. Code § 10A-1-4.31(a)(1)(g).source |
| Arkansas | The converted organization remains the same entity; property, obligations, rights, and pending proceedings continue.source | All partners must consent to an LP conversion plan, subject to the personal-liability approval restriction.source | The filing instruments are a plan and articles of conversion, or a certificate of limited partnership for an inbound conversion.source | No tax-clearance or good-standing condition is stated in the mapped LP transaction provisions.source | The Arkansas Secretary of State LP forms table provides a conversion filing-fee locator.source |
| Arizona | Conversion or domestication continues the Arizona limited partnership without interruption and carries forward its property, obligations, rights and organizational documents.source | A domestic Arizona limited partnership's plan requires all partners or the number or percentage specified for the transaction in the partnership agreement.source | Arizona uses plans and statements of conversion and domestication for a limited partnership; the applicable statement is delivered to the proper filing authority.source | No tax-clearance, tax-payment or good-standing condition was located in Arizona's complete conversion and domestication articles for a limited partnership.source | The filing-fee locator for an Arizona limited partnership's conversion or domestication statement is A.R.S. § 29-366(2) (amount not reproduced here).source |
| California | Same entity for all purposes except Rev. & Tax. Code Parts 10, 10.20 and 11; property vests, debts and liens continue, pending actions continue, and partner-liability rules apply (§ 15911.09).source | All general partners and a majority in interest of each class of limited partners unless the partnership agreement requires more or less; all limited partners if they would become personally liable (§ 15911.03(b)).source | A plan of conversion; a statement of conversion on the converted entity's formation filing, or a certificate of conversion for a foreign or partnership result; inbound, a certificate of limited partnership with a statement of conversion.source | The LP Act's conversion sections (§§ 15911.01-15911.09) state no tax-clearance, good-standing or tax-payment condition for a conversion.source | LP conversion fees are set by Gov. Code § 12188(k)-(l), and by § 12184 for conversions under Corp. Code ch. 11.5; the Secretary of State's Conversion Information page lists forms LP-1A and CONV-1A.source |
| Colorado | The resulting entity is the same continuing entity; pre-conversion obligations and personal liabilities are unaffected, and no winding up or dissolution is required by the conversion.source | Approval follows the constituent documents; absent a specified rule, the statute escalates through merger and amendment standards to approval by all owners.source | Depending on whether the resulting entity has a Colorado constituent filing, the instrument is a statement of conversion or a combined statement and constituent document.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in Colorado's complete entity-conversion provisions.source | Colorado locates Secretary of State filing fees in C.R.S. § 24-21-104 through the Title 7 definition of “fee”; no amount is stated in this row.source |
| Connecticut | On conversion or domestication, the same entity continues without interruption; property stays vested, liabilities continue, and pending proceedings continue under the new name.source | The entity's organic rules govern approval; merger rules or unanimous interest-holder approval apply as statutory fallbacks, with added consent for new interest-holder liability.source | The filing instruments are a certificate of conversion and a certificate of domestication, each filed with the Secretary of the State (§§34-635(a), 34-645(a)).source | No tax-clearance, good-standing, or tax-payment condition is stated in Connecticut chapter 616 after a complete full-text search.source | The filing-fee source is the Connecticut Secretary of the State's Entity Transactions XXI table. No fee amount is stated here.source |
| District of Columbia | On conversion, the same entity continues without interruption; property, liabilities, powers, and pending proceedings continue as stated.source | A conversion follows the entity's organic conversion rules, then merger rules, then the statutory unanimous fallback, with separate consent for new holder liability.source | The converting entity files a statement of conversion; a qualifying signed plan of conversion may be filed instead.source | No tax-clearance, good-standing, or tax-payment precondition is stated in the captured conversion and applicable domestication provisions.source | DLCP's all-entities fee schedule locates the filing fee under “Statement of conversion.”source |
| Delaware | After a domestic LP converts, it is the same entity and its existence continues, property and debts stay vested and attached, prior liabilities are unaffected, and unless otherwise agreed no winding up is required (§ 17-219(c), (g), (h)).source | Conversion is approved as the partnership agreement specifies, else as it specifies for mergers, else by all general partners and limited partners owning over 50% of LP profits interests (§ 17-219(b)); see § 17-217(h) for inbound.source | In: certificate of conversion to limited partnership or of LP domestication, each with a certificate of limited partnership (plus statement of qualification for an LLLP); out: certificate of conversion to non-Delaware entity or of transfer.source | The full current-year annual tax is due before filing a DRULPA certificate ending the LP's Delaware existence; with narrow exceptions no certificate is accepted while an annual tax is unpaid (§ 17-1109(b), (j)).source | Filing fees for LP domestication, transfer and conversion certificates and the certificate of limited partnership are set in 6 Del. C. § 17-1107(a)(3); optional expedited-service charges are in § 17-1107(b).source |
| Florida | A converted organization is for all purposes the same entity; property remains vested, obligations continue, pending actions may continue, and a converting LP is not dissolved unless otherwise agreed (s. 620.2105(1)-(2)).source | A plan of conversion needs consent of all general partners and of limited partners owning a majority of distribution rights (per class, if several), in a record; partners taking on personal liability must consent (ss. 620.2103, 620.2110).source | After approval, a converting LP files a certificate of conversion with the Department of State; an organization converting into an LP files a certificate of limited partnership and a certificate of conversion (s. 620.2104(1)).source | The LP act states no tax-clearance, good-standing or tax-payment condition for a conversion (complete search of ch. 620, Part I; conversion sections ss. 620.2101-620.2125 read in full).source | The LP conversion filing fee is set in s. 620.1109(4) and listed on the Division of Corporations fee schedule; the LP act names no domestication filing.source |
| Georgia | The inbound provision continues the same entity, vests its property and rights without further act, and preserves liabilities, creditor rights, liens, claims, and proceedings.source | The outbound conversion plan for a Georgia limited partnership requires the approval stated in O.C.G.A. § 14-9-206.8.source | The conversion provisions require the stated conversion plan and Secretary of State filing instruments for a Georgia limited partnership transaction.source | No tax-clearance, tax-payment, or good-standing condition is stated in the captured conversion provisions for a Georgia limited partnership.source | The statutory filing-fee schedule contains a certificate-of-conversion line for a Georgia limited partnership.source |
| Hawaii | On conversion, the entity continues without interruption; property, liabilities, creditor rights, and pending proceedings continue under HRS § 425E-1105.source | The partners must approve under incorporated merger rules; the applicable threshold depends on the converted entity, governing agreement, and foreign law where relevant.source | The filed instrument is articles of conversion, executed for the converting limited partnership and delivered to the director for filing; HRS § 425E-1103.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | The filing-fee authority for limited-partnership articles of conversion is HRS § 425E-211(a)(12).source |
| Iowa | A converted organization is the same entity; property remains vested, obligations continue, pending proceedings continue, and conversion does not itself dissolve the LP.source | All partners must consent to an Iowa limited partnership's conversion plan; amendment or abandonment follows the plan or the same consent unless the plan prohibits it.source | The transaction uses a plan of conversion; an outgoing LP files articles of conversion, while an incoming entity files a certificate of limited partnership.source | Chapter 488 states no tax-clearance, tax-payment or good-standing condition for limited-partnership conversion.source | Articles of conversion are not separately enumerated in the fee list; the filing-fee locator is the Chapter 488 catch-all in §488.117A(1)(p).source |
| Idaho | Conversion and domestication preserve the same entity without interruption, vested property, liabilities, rights, and pending proceedings.source | The limited partnership's organic rules or merger-approval rules govern conversion and domestication approval, with specified unanimous-consent fallbacks.source | A plan is approved and a statement is filed for conversion or domestication; a signed plan meeting the statement requirements may be filed instead.source | No tax-clearance, good-standing, or tax-payment condition is stated in the captured conversion and domestication provisions.source | The filing-fee locator is Idaho Code § 30-21-214(b)(5)-(6).source |
| Illinois | The converted or domesticated entity is the same entity without interruption; property stays vested, liabilities continue, its name may be substituted in pending actions, and no dissolution occurs (805 ILCS 415/206, 306).source | Approval follows the partnership agreement; absent a provision, the merger rule applies (consent of all partners); partners who gain personal liability must consent in a record (805 ILCS 415/203, 303; 805 ILCS 215/1107(a)).source | A plan of conversion or domestication is approved, then a statement of conversion or statement of domestication is signed and filed with the Secretary of State on its prescribed form (805 ILCS 415/202, 205, 302, 305, 404).source | No tax-clearance, good-standing or tax-payment condition is stated in the Entity Omnibus Act's conversion and domestication provisions or in 805 ILCS 215/1102(a).source | Filing fees for a statement of conversion and a statement of domestication are set in 805 ILCS 415/401(b); expedited-service fees for both are set in 805 ILCS 415/407(a).source |
| Indiana | On conversion or domestication, the same entity continues without interruption; property remains vested, liabilities continue, and pending proceedings continue under IC 23-0.6-4-6(a) and -5-6(a).source | An Indiana limited partnership approves under its organic rules, specified merger-approval rules, or the statutory fallback; written consent is required from holders assuming post-transaction liability.source | Indiana requires signed articles of conversion or articles of domestication to be delivered to the secretary of state for filing (IC 23-0.6-4-5(a); IC 23-0.6-5-5(a)).source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete IC 23-0.6-4 conversion or IC 23-0.6-5 domestication chapter bodies.source | Filing-fee locations: IC 23-0.5-9-49 for articles of conversion and IC 23-0.5-9-51 for articles of domestication.source |
| Kansas | The converted entity continues without interruption; property, liabilities, rights, and pending proceedings continue under K.S.A. 17-78-406(a).source | Approval follows the entity's organic rules, then its merger-approval rule, and otherwise requires all voting interest holders; liability-bearing holders may also need written approval.source | The entity approves an agreement of conversion and files a certificate of conversion with the Secretary of State.source | The complete Kansas conversion and domestication provisions state no tax-clearance, tax-payment, or good-standing condition.source | The complete Kansas conversion and domestication provisions require certificate filing but state no filing-fee locator.source |
| Kentucky | Captured LP conversion routes preserve the same entity, property, obligations, and pending proceedings under the applicable effects section.source | A converting LP generally requires all partners' approval; separate consent applies if a partner will acquire personal liability.source | Route-specific instruments include a certificate or cancellation of limited partnership, articles of organization, or a certificate of trust.source | Unknown Verified absenceThe checked source text does not state the row-specific detail needed for this value. Each row's own reason is the line under its Unknown badge.source | Kentucky's filing fee for a limited partnership's certificate, which a conversion into a limited partnership files, is set in KRS 362.2-122.source |
| Louisiana | Entity conversion preserves the partnership in commendam's property, liabilities, pending proceedings, governing documents, converted interests, and uninterrupted identity.source | A partnership-in-commendam conversion uses the merger approval rule: all general partners and limited partners holding more than a majority of limited-partner profit interests, unless its governing documents provide otherwise.source | Louisiana uses a plan of entity conversion and filed articles of entity conversion for a partnership-in-commendam conversion.source | A short-period tax return is required for a partnership-in-commendam entity conversion if the surviving entity's tax classification differs from the converting entity's classification.source | The filing-fee locator for conversion from or to a Louisiana partnership, including a partnership in commendam, is La. R.S. 49:222(B)(6); the amount is not reproduced here.source |
| Massachusetts | For LP-to-LLC conversion, obligations and property continue; for LP-to-corporation conversion, the survivor is the same entity without interruption.source | LP-to-LLC approval follows the LP's merger rule or all-assets-sale fallback; LP-to-corporation approval follows its organic conversion or merger law and statutory fallbacks.source | LP-to-LLC conversion files a certificate of conversion and certificate of organization; LP-to-corporation conversion files articles of entity conversion.source | The complete conversion and domestication provisions reaching this entity type state no tax-clearance, tax-payment, or tax-good-standing condition.source | The official Corporations Division fee schedule lists conversion and charter-surrender filing fees; the amount is not included.source |
| Maryland | The converted entity continues as the same entity; assets vest, obligations and liens continue, and pending proceedings may continue or substitute the resulting entity.source | Unless the agreement specifies otherwise, outbound approval requires all general partners and a majority in interest of limited partners; inbound approval follows source rules.source | Articles of conversion must be filed for record with the Maryland Department of Assessments and Taxation.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in Maryland's complete LP conversion subtitle.source | Maryland locates the nonrefundable processing fee for articles of conversion in § 1-203(b)(1); this row states no amount.source |
| Maine | The converted organization remains the same entity; property, obligations, rights, and pending proceedings continue, and the LP is not dissolved.source | All partners must consent to an LP conversion plan, and a partner who would acquire personal liability must consent under §1440.source | The conversion uses a plan and filed articles of conversion; an inbound conversion also files a certificate of limited partnership.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped Maine LP transaction provisions.source | The Maine Uniform Limited Partnership Act locates the articles-of-conversion filing fee in §1454(18).source |
| Michigan | The converted LLC is the same entity; property remains vested, liabilities continue, pending proceedings continue, and prior general-partner liability is unaffected.source | Partners approve under the partnership agreement's amendment procedure or, if it has no amendment provision, all partners approve.source | The converting limited partnership files articles of organization and a certificate of conversion with the stated cancellation statement.source | The domestic-LP-to-LLC conversion section states no tax-clearance, tax-payment, or good-standing precondition.source | The certificate-of-conversion filing fee for the MCL 450.4707 route is located at MCL 450.5101(1)(l).source |
| Minnesota | Conversion preserves the same entity, vested property, debts and liabilities, pending proceedings, rights and powers, and avoids statutory dissolution of the Minnesota limited partnership.source | The Minnesota limited partnership's conversion approval rule is stated in the entity act, with an additional consent protection when the transaction creates personal liability.source | The Minnesota limited partnership provisions require the stated plans, articles, and target formation document for conversion or a home-jurisdiction move.source | No tax-clearance, tax-payment, or good-standing condition is stated in the complete conversion and home-jurisdiction provisions for a Minnesota limited partnership.source | The Minnesota Revisor text identifies the statutory fee provision applicable to the limited partnership conversion filing.source |
| Missouri | Conversion preserves pre-conversion obligations and continuity, vested property, creditor rights, liabilities, and the same entity in the converted form.source | Conversion into a corporation follows the converting entity's governing writing or law; conversion from a corporation follows the corporation approval rule.source | Conversion into a corporation requires a certificate of conversion and articles of incorporation; conversion from a corporation requires a certificate of conversion.source | The complete conversion provisions state no tax-clearance, good-standing, or tax-payment condition; § 351.409(4) separately requires prescribed filing fees.source | The certificate-of-conversion filing-fee locator is Mo. Rev. Stat. § 351.658(15)-(16).source |
| Mississippi | For domestication, the entity remains the same entity without interruption; property, liabilities, rights, and pending proceedings continue.source | Approval follows the entity's organic rules, then its merger rules. If neither supplies a rule for a noncorporate entity, all voting interest holders approve; added owner liability requires consent.source | The filing instruments are a statement of conversion and a statement of domestication, each delivered to the Secretary of State for filing.source | For an inbound domestication, a certificate of good standing or existence from the formation jurisdiction must be issued less than 180 days before filing.source | The filing-fee authority is Miss. Code Ann. § 79-37-112(c)(5) and (7).source |
| Montana | Conversion or domestication continues the same entity and carries through property, obligations, rights, and pending proceedings.source | A converting limited partnership requires consent of all partners, while domestication follows the generic organic-rules, merger-rule, or unanimous fallback ladder.source | LP conversion uses a plan plus articles of conversion outbound or a certificate of limited partnership inbound; domestication uses a plan and articles of domestication.source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete captured LP conversion and generic domestication sections.source | The conversion section identifies the articles or certificate filed; the official SOS schedule supplies the limited-partnership filing row.source |
| North Carolina | The converting entity continues in the resulting form; property, liabilities, and pending proceedings continue without dissolution or termination.source | An LP conversion plan requires the partnership-agreement vote or unanimous partner consent, plus consent from each partner acquiring personal liability.source | The LP conversion uses a written plan and filed conversion articles or formation document, as the direction requires.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped North Carolina LP conversion provisions.source | The North Carolina LP statute locates the standalone articles-of-conversion filing fee at N.C.G.S. §59-1106(a)(18).source |
| North Dakota | The converted organization is the same entity; property remains vested, obligations continue, and pending actions may continue as if conversion had not occurred.source | A converting limited partnership's plan requires all partners' consent; a different converting organization follows its governing statute.source | Articles of conversion must be signed for the converting organization and filed with the secretary of state.source | No tax-clearance, tax-payment, good-standing, or delinquency condition is stated in the complete North Dakota limited partnership conversion provisions.source | North Dakota locates the limited partnership conversion filing fee in N.D.C.C. § 45-10.2-109(3); this row states no amount.source |
| Nebraska | A converted limited partnership remains the same entity; the partnership-to-LP route has a parallel unchanged-entity rule.source | Unless organizational documents provide otherwise, an outgoing LP plan requires every general partner and the specified majority of limited-partner interests; inbound partnership approval follows §67-447.source | An outgoing LP uses a plan and articles of conversion; a partnership converting into an LP files a certificate of limited partnership.source | No tax-clearance, tax-payment, or good-standing condition appears in the complete Nebraska Uniform Limited Partnership Act.source | The fee locator is the Nebraska Uniform Limited Partnership Act's general filing-fee provision in §67-293.source |
| New Hampshire | No LP-conversion effects subsection preserving property, liabilities, or pending proceedings was located in the complete LP Act.source | Approval follows the partnership agreement, its merger rule, or otherwise all general partners plus limited partners holding more than 50 percent in each applicable group.source | All general partners sign the certificate of conversion, and the certificate is delivered to the secretary of state.source | The complete LP Act states no tax-clearance, tax-payment, or good-standing condition for conversion.source | RSA 304-B:64 lists LP filing fees but does not include a certificate of conversion.source |
| New Jersey | An organization converted under Article 10 remains for all purposes the same entity that existed before conversion.source | An LLC converting into an LP requires all-member consent; the LP-side approval is deferred to the LP governing statute and is not stated in the captured pathway.source | The LLC-act pathway uses a certificate of formation for LP-to-LLC conversion and articles of conversion for LLC-to-LP conversion; LP-act internal filings remain unlocated.source | No tax-clearance condition is stated in the complete current LLC-act cross-reference pathway that reaches a limited partnership.source | The inbound articles-of-conversion fee appears in paragraph (a)(5), and paragraph (a)(14) is the residual fee provision. The applicable paragraph for an outbound certificate remains unconfirmed.source |
| New Mexico | The converted organization remains the same entity; its property, obligations, proceedings, rights, powers, purposes, plan terms, and stated service obligations continue.source | The general LP Act route requires all partners, with separate protection for a partner who would incur personal liability; the LLC-specific route permits its stated governing-writing vote.source | The general route uses a plan and either articles of conversion or a certificate of limited partnership; the LLC-specific route uses its agreement and formation-document statement.source | No tax-clearance, tax-payment, or good-standing condition was located in the conversion provisions for a New Mexico limited partnership.source | The LP Act locates fees for a certificate of limited partnership and articles of conversion; the LLC Act supplies the alternate-route conversion fee locator.source |
| Nevada | NRS 92A.250(3) treats a conversion as a continuation of the constituent limited partnership's existence: property, liabilities and pending proceedings carry over without a winding-up or dissolution.source | NRS 92A.140(1) sets the vote needed for a limited partnership to approve a plan of merger, conversion or exchange.source | A plan of conversion is filed as articles of conversion plus the resulting entity's charter document (NRS 92A.105, .205); inbound domestication files articles of domestication (NRS 92A.270(1)(b)); signing rule at NRS 92A.230.source | No clearance condition is stated for an ordinary conversion of a limited partnership; inbound domestication under NRS 92A.270(1)(b)(5) requires a certificate of good standing from the prior jurisdiction.source | NRS 92A.210 sets the filing fee for articles of merger, conversion, exchange, domestication or termination; the resulting limited partnership's charter-document fee is set by its own chapter.source |
| New York | LLC Law § 1007: a converted limited partnership is the same entity; its property stays vested, liabilities and pending proceedings continue, and partners continue as members as agreed.source | LLC Law § 1006(c): a limited partnership's conversion terms need the general partners' vote set by the partnership agreement (else all) and limited partners holding at least a majority in interest of each class.source | An agreement of conversion, a certificate of conversion filed under LLC Law § 1006(e), and a certificate of cancellation of the limited partnership certificate under Partnership Law § 121-203 (§ 1006(f)).source | LLC Law §§ 1006-1007 and Partnership Law § 121-203 state no tax-clearance, good-standing or tax-payment condition for a limited partnership's conversion.source | Fees: certificate of conversion, LLC Law § 1101(r); certificate of publication, LLC Law § 1101(s); certificate of cancellation, Partnership Law § 121-1300(h).source |
| Ohio | The converting entity continues in the converted entity; assets, powers, obligations, creditor rights, and liens continue without further act or deed.source | General partners and, unless the agreement provides otherwise, limited partners adopt after notice; general-partner approval is unanimous unless the agreement changes the threshold.source | The transaction uses a written declaration and a filed certificate of conversion; an inbound LP declaration includes its certificate of limited partnership.source | If the entity converting to an Ohio LP is a licensed domestic or foreign corporation, the certificate must include the referenced tax and agency evidence.source | The conversion filing fee is located at Ohio Rev. Code § 111.16(D); the fee amount is not included.source |
| Oklahoma | The converted organization is the same entity; property, obligations, proceedings, rights, powers, and purposes continue as stated.source | Unless the partnership agreement provides otherwise, all partners must consent to the conversion plan.source | An outgoing LP files articles of conversion; an incoming organization files a certificate of limited partnership with the stated conversion information.source | No tax-clearance, tax-payment, or good-standing precondition is stated in the LP conversion article.source | The LP conversion filing fee is located at 54 O.S. § 500-206A(c)(3).source |
| Oregon | The conversion effects rule preserves entity existence, property, obligations, pending proceedings, converted ownership interests, and the stated pre- and post-conversion liability rules.source | The Oregon limited partnership conversion provision states who approves the plan and permits any greater or lesser vote allowed by the specified governing document or law.source | After approval, the converting business entity files articles of conversion plus the plan or the permitted written declaration; the plan identifies any required target organizational information.source | No tax-clearance, tax-payment, or good-standing condition is stated in the complete Oregon limited partnership conversion provisions.source | The Oregon limited partnership act incorporates the Secretary of State filing-fee schedule in ORS 56.140 for documents filed under the act.source |
| Pennsylvania | A conversion continues the same association without interruption; property, liabilities, liens, rights, and pending proceedings continue under § 356(a).source | Unless the organic rules alter the rule, general partners act unanimously and limited partners holding majority distribution rights approve the plan.source | The filed instruments are a statement of conversion and a statement of domestication.source | Tax-clearance certificates apply when a domestic association converts or domesticates into a nonregistered foreign association, unless it simultaneously registers in Pennsylvania.source | The filing-fee locator for a statement of conversion or domestication is 15 Pa.C.S. § 153(a)(16)(i).source |
| Rhode Island | The converted entity continues without interruption, and property, debts, liabilities, rights, and powers continue.source | All voting partners approve a conversion or domestication, with recorded consent from partners assuming post-transaction liability unless the agreement provides otherwise.source | The LP act requires a plan and filed statement for both conversion and domestication.source | The LP conversion and domestication subparts state no tax-clearance, good-standing, or tax-payment condition.source | The LP fee section locates the filing charge under its residual domestic-or-foreign LP document category.source |
| South Carolina | Limited-partnership conversion carries through property, obligations, pending proceedings, rights, and owner interests under the applicable effects sections.source | A converting limited partnership uses the partnership-agreement vote; an LLC converting into an LP uses all members or the operating-agreement percentage; corporation conversions use the shareholder-vote rule.source | Limited-partnership conversions use an agreement and a destination-specific articles or certificate filing.source | No tax-clearance, tax-payment, good-standing, or revenue-department condition is stated in the complete mapped limited-partnership conversion provisions.source | The limited-partnership filing-fee locator is S.C. Code §33-42-2040(a); destination LLC and corporation filings use their respective fee sections.source |
| South Dakota | Partnership-to-LP and LP-to-partnership conversion preserve the same entity, property, obligations, and pending proceedings; the corporation route has parallel effects.source | LP-to-partnership conversion requires all partners; partnership-to-LP conversion requires all partners or the agreement's specified threshold, and the corporation route follows §47-1A-952.source | A partnership converting into an LP files a certificate of limited partnership; an LP converting to a partnership cancels its certificate, while the corporation routes use a plan and articles of entity conversion.source | No tax-clearance, tax-payment, or good-standing condition appears in the complete applicable LP conversion provisions.source | The LP-document fee locator is §48-7-206.1; articles of entity conversion through the corporation route are listed in §47-1A-122(10).source |
| Tennessee | The full effects provision preserves uninterrupted entity identity, property, liabilities, powers, proceedings, interests, and continuity without winding up.source | A Tennessee LP conversion needs all general partners, the stated limited-partner majority, and any required written liability consent; other entities follow their governing law.source | A Tennessee LP approves a written plan of conversion and files a signed statement of conversion with any required organic record attachment.source | The complete LP merger-and-conversion part states no tax-clearance, tax-payment, or good-standing condition for conversion.source | The statement-of-conversion fee falls under the § 61-3-1205(a)(24) catch-all filing-fee locator.source |
| Texas | On conversion the entity continues without interruption in the new form; property stays owned without any transfer, liabilities continue, and pending proceedings continue without substituting a party (BOC §10.106).source | A converting domestic partnership, including a limited partnership, approves the plan of conversion as its partnership agreement provides, and that agreement must contain provisions authorizing the conversion (BOC §10.107(b)-(c)).source | A written plan of conversion is adopted and a certificate of conversion, with the certificate of formation of any converted filing entity, is filed with the Secretary of State, or a county clerk for a REIT (BOC §§10.103, 10.154, 10.155).source | A certificate of conversion may not be accepted if required franchise taxes are unpaid or it does not provide that the converted entity is liable for them (BOC §10.156(2)); not applied to a continuance election (§10.1025(c)).source | The certificate-of-conversion filing fee is set by BOC §4.151(5), together with the converted entity's certificate-of-formation fee; the Secretary of State lists it on its Form 806 fee schedule.source |
| Utah | Conversion or domestication continues the limited partnership without interruption and preserves its property, liabilities, rights, rules, and interests.source | A Utah limited partnership follows its organic rules, then the statutory merger fallback, with recorded consent from any holder assuming post-transaction liability.source | A limited partnership uses a plan and files a statement of conversion or domestication with the Division; the statement includes the transaction parties and organic records.source | No tax-clearance, tax-payment, or good-standing condition is stated in Utah's complete conversion and domestication parts for a limited partnership.source | No conversion- or domestication-specific filing-fee locator is stated in current Title 16, Chapter 1a for a limited partnership.source |
| Virginia | The mapped LP conversion routes preserve entity identity, property, obligations, and pending proceedings.source | Inbound GP conversion and outbound LP conversion follow the partnership agreement's amendment rule or unanimous partner approval, subject to the destination act.source | An inbound GP conversion uses a certificate of limited partnership; outbound LP routes use a plan and destination-act conversion articles.source | No tax-clearance, tax-payment, or good-standing condition is stated in the mapped Virginia LP conversion and domestication provisions.source | LP conversion fee locators are distributed across the LP filing schedule and the applicable LLC or corporation destination schedules.source |
| Vermont | Under either domestic route, the converted limited partnership continues as the same organization without interruption, with its property, liabilities, rights, and proceedings preserved.source | An LP-to-LLC conversion requires all partners or the agreement's stated number or percentage; the corporation route follows the LP's governing statute and organizational documents with merger-vote fallbacks.source | Both domestic LP conversion paths use a plan and statement of conversion; an inbound conversion attaches the certificate of limited partnership as the public organizational document.source | No tax-clearance, tax-payment, or good-standing condition was located in the transaction provisions for a Vermont limited partnership.source | The LP schedule locates certificate and other chapter filing fees; the LLC conversion fee and Business Corporation Act filing-fee section supply the route-specific locators.source |
| Washington | The converted organization is the same entity; property remains vested, obligations continue, and pending proceedings may continue.source | All partners must consent to a converting limited partnership's plan; a partner facing personal liability must consent unless the statutory partnership-agreement exception applies.source | A converting limited partnership files articles of conversion; another organization converting into a Washington limited partnership files a certificate of limited partnership.source | The complete limited-partnership conversion provisions state no tax-clearance, tax-payment, good-standing, or delinquency condition.source | The limited-partnership articles-of-conversion filing fee is located in WAC 434-112-085(7)(h); this row states no amount.source |
| Wisconsin | The converted entity is the same entity; property vests without transfer, liabilities continue, proceedings may continue, and dissolution is avoided as stated.source | All general partners and partners holding a majority of distribution rights approve an outbound plan; source law governs an inbound plan.source | Chapter 179 uses a plan and articles of conversion for conversion, and a plan and articles of domestication for domestication.source | Chapter 179 states no tax-clearance, tax-payment, or good-standing precondition for conversion or domestication.source | The filing-fee locator for limited-partnership articles of conversion or domestication is Wis. Stat. § 179.0124(2)(a)11.source |
| West Virginia | The converted LP is the same continuing entity; its property, liabilities, rights, and pending proceedings continue in the LLC.source | The partnership agreement's required number or percentage of partners approves the conversion; otherwise all partners approve.source | The converting LP files articles of organization containing the conversion statements; filing cancels its LP certificate when conversion takes effect.source | Unknown Verified absenceThe checked official source does not state this value.source | The filing fee is located at W. Va. Code § 59-1-2(a)(1)(N); the fee amount is not included.source |
| Wyoming | Continuance does not affect partnership property, existing liabilities or pending actions (W.S. 17-14-1014); on conversion property remains and obligations and pending actions continue (W.S. 17-26-101(g)).source | Conversion terms are approved per the entity's organizing documents (W.S. 17-26-101(d)); an application for a certificate of continuance must be signed by all general partners (W.S. 17-14-1012(a)).source | Conversion: the appropriate document of organization is filed (W.S. 17-26-101(e)); continuance: an application for a certificate of continuance (W.S. 17-14-1010, -1012).source | W.S. 17-14-209(b) applies W.S. 17-16-120(j) to LPs as if corporations; it requires any franchise tax and past due fees, taxes or penalties to be paid when a document is delivered for filing.source | Fees: W.S. 17-14-209(a)(i) (certificate of limited partnership or application for a certificate of continuance) and W.S. 17-26-101(h) (conversion).source |
Source: 51 US jurisdictions (50 states plus DC). Each source link opens the authority for its cell. The page source record lists the capture date and snapshot for every cell.
Field definitions
- Continuity after the transaction
- What the captured act states about continuity of the entity, property, liabilities or proceedings.
- Required approvals
- What the captured act states about approval of the plan or transaction.
- Filing instrument
- Which articles, certificate, statement or other filing instrument the captured act identifies.
- Tax-clearance condition
- Whether the captured act text states a tax-clearance, tax-payment or good-standing condition.
- Filing-fee locator
- Where the captured materials locate the filing fee; this table does not restate fee amounts.
Conversion vs. domestication: what changes?
For an Alaska limited liability company, conversion may result in a different entity type, while domestication moves the same entity type to a foreign jurisdiction: An Alaska limited liability company may convert to a different domestic entity type, or to a different foreign type if the foreign jurisdiction authorizes the conversion. source An Alaska limited liability company may domesticate to a foreign jurisdiction as the same entity type if that jurisdiction authorizes the move and AS 10.55 is followed. source
In the Alaska limited liability company row, the continuity entry states what happens to the entity after conversion or domestication: Conversion and domestication continue the same entity without interruption; property and liabilities continue, and the continued name may replace the prior name in pending proceedings. source
How to read this matrix
A stated rule prints the accepted display text and links to its primary official document; Unknown marks a supported methodological limit, not a claim that the rule does not exist.
The accepted negative-result labels report what was not located or stated after the recorded source search; they do not mean that every possible source was available. Fee locator identifies where the filing fee is stated. Dollar amounts belong to the separate LLC conversion filing fees by state matrix.
Sources
Each stated or verified-absence cell links to its primary official document.
The page source record preserves the URL, pinpoint, snapshot hash, snapshot path, complete recorded quote and any recorded additional official sources for every cell. Source conventions are documented in the source registry and methodology.
How to read Unknown
- Unknown: Verified absence
- The captured authority was searched and shows no such rule or filing. No value is printed because the absence is the finding. The reason and the authority are printed beside the badge.
- Unknown: Not yet verified
- The captured sources did not settle this field yet. No value is printed, not even an earlier one. The reason is printed beside the badge, and an authority is linked only when one was supplied.
Frequently asked questions
What does this conversion and domestication matrix show?
It reports the captured statute text for LLCs, corporations and limited partnerships across 51 jurisdictions: direction, terminology, entity-type eligibility, reciprocal-jurisdiction conditions, continuity, approvals, instruments, tax-clearance conditions and fee locators.
Does this page determine whether a particular transaction is allowed?
No. It does not resolve a proposed source entity, target entity and jurisdiction pair, and no transaction selector is included. The tables report statute text at the jurisdiction, entity-type and field level.
Where are LLC conversion filing fees listed?
The separate LLC conversion filing fees by state matrix reports the amount and fee authority. This page provides the statute or filing-material locator without restating those amounts.
What does Unknown mean?
Unknown means the captured official source set supports a verified absence for that field. It is not a claim that the rule does not exist.