Entity Conversion in Florida:
LLC to Corporation
How to Convert a Florida LLC into a Florida Corporation (and Vice Versa)
In Florida, converting an LLC into a corporation, or the other way around, can be fairly straightforward on paper.
However, conversions create tax complications. The Division of Corporations therefore suggests consulting an attorney and a tax professional before converting—and we agree.
This guide can help you understand a few of the basics.
If you’re already a client & want conversion filing information, log in to your online portal or contact us.
Converting an LLC into a Corporation
The easiest way to convert your LLC into a corporation is through statutory conversion. Statutory conversion is the process of changing your company’s business entity type by filing paperwork with the state.
Here’s how statutory conversion to change an LLC into a corporation works in Florida:
Prepare a plan of conversion
First, your LLC must create a plan for handling the conversion. At a minimum, you’ll need to include your LLC’s current name, the planned name of your new corporation, and the terms and conditions of conversion—specifically, how LLC membership percentages will be converted into corporate shares of stock.
Approve the plan of conversion
According to state law, the members of a Florida LLC must be notified in advance of any meeting where a Plan of Conversion will be submitted and voted upon. A simple majority of managers who are members must submit approval in writing. If there are no managers, other rules apply.
Even though you are technically converting your LLC, you must still go through with all the formalities involved in forming a corporation, such as drafting bylaws, electing corporate officers, and issuing stock certificates.
File Articles of Conversion and Articles of Incorporation
Both forms are submitted to the Division of Corporations. Unfortunately, online filing is not available for conversions, so you must download and fill out a PDF copy of the LLC to corporation conversion forms. The PDF includes the Articles of Conversion and Incorporation, along with the required cover letter.
You’ll need to include one check that covers the filing fee of $105 ($35 for the Articles of Conversion, $70 for the Articles of Incorporation). This check must be made payable to Florida Department of State.
You can either mail in your application or hand deliver it to the Division of Corporations:
Mailing Address
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Street Address
New Filing Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
Tax Implications for LLC to Corporation Conversion
The IRS treats a statutory conversion as a transfer of assets and liabilities from the LLC to the corporation in exchange for shares of stock, followed by the liquidation of the LLC. While this is the normal course of events, there may be special consequences for your particular company. You should meet with a tax professional to fully understand the tax liabilities of a conversion.
Florida LLC to Corporation Conversion: Quick Facts & Costs
- Forms to file:
Articles of Conversion: $35
Articles of Incorporation: $70
Total filing cost: $105
- Optional forms for your records:
Certified Copy: $8.75
Certificate of Status: $8.75
Total filing cost with optional forms: $122.50
- Filing methods:
Mail: Yes
In-person: Yes
Online: No
- Filing speed:
Expedited filing available? No
Average processing time: 90 days
Converting a Corporation into an LLC
While the forms and fees differ, the process for converting a corporation to an LLC through statutory conversion is roughly the same.
Here’s how to change a corporation into an LLC using statutory conversion in Florida:
Prepare a plan of conversion
In your plan, you’ll need to include the current name of your Florida corporation, the new name of your LLC, and a specific plan for how shares of stock will be converted into member ownership percentages.
Approve the plan of conversion
State law requires that all shareholders eligible to vote are notified of the conversion and given the opportunity to vote. A simple majority of votes in each share class is required to approve the conversion, unless alternative voting rules have been approved by the board of directors, in the Articles of Incorporation, or in the corporate bylaws.
Your new LLC must undertake all of the normal tasks that go with forming an LLC, including writing an operating agreement, appointing members and managers, etc.
File Articles of Conversion and Articles of Organization
Because online filing is not available for conversions, you’ll need to download a PDF copy of the corporation to LLC conversion forms. This PDF contains the Articles of Conversion and Organization, plus the required cover letter.
You’ll need to include a filing fee of $150 ($25 for the Articles of Conversion, $125 for the Articles of Incorporation). Write one check made payable to the Florida Department of State.
You can mail in your application or deliver it in person to the Division of Corporations:
Mailing Address
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Street Address
New Filing Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
Tax Implications for Corporation to LLC Conversion
Unfortunately, converting from a corporation to an LLC is often costly. The IRS views such a conversion as a liquidation of the corporation. Just as with a normal liquidation, the corporation itself must pay a tax, and the shareholders are also required to pay a tax on the assets gained in the liquidation.
It is possible to lessen this tax burden by electing for the new LLC to continue to be taxed as a corporation. However, this may not be ideal for your business over the long term.
You should consult with a tax professional to determine the best path forward for your business.
Florida Corporation to LLC Conversion: Quick Facts & Costs
- Forms to file:
Articles of Conversion: $25
Articles of Incorporation: $125
Total filing cost: $150
- Optional forms for your records:
Certified Copy: $30
Certificate of Status: $5
Total filing cost with optional forms: $185
- Filing methods:
Mail: Yes
In-person: Yes
Online: No
- Filing speed:
Expedited filing available? No
Average processing time: 90 days
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