How to Convert a Florida LLC into a Florida Corporation

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.

Florida Registered Agent LLC does not handle conversions, but this guide can help you understand a few of the basics. Here’s what we cover:

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Converting an LLC to a Corporation

Statutory conversion is the process we’ll describe here. Other forms of conversion may be a better option for your company.

  1. 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.

  2. 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.

  3. File Articles of Conversion and Articles of Incorporation

    Both forms are submitted to the Division of Corporations. A PDF paper copy containing both along with the required cover letter can be found here.

    You’ll need to include a filing fee of $105 ($35 for the Articles of Conversion, $70 for the Articles of Incorporation). Send one check made payable to the Florida Department of State to the following address:

    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

    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.

    Need more information about Florida corporations and filing your Articles of Incorporation? We’ve got you!

Florida LLC to Corporation Conversion Facts
Forms to FileArticles of Conversion ($35)
Articles of Incorporation ($70)
Certified Copy (optional)$8.75
Certificate of Status (optional)$8.75
File WithDivision of Corporations, New Filing Section
Online FilingNo
ExpediteFax (only w/Sunbiz E-File Account)

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.

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Converting a Corporation to an LLC

While the forms and fees differ, the process for converting a corporation to an LLC is roughly the same.

  1. Prepare a plan of conversion.

    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.

  2. 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 simply majority of votes in each share class are 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.

  3. File Articles of Conversion and Articles of Organization

    A paper copy containing the required cover letter along with each of these forms can be found here.

    You’ll need to include a filing fee of $150 ($25 for the Articles of Conversion, $125 for the Articles of Incorporation). Send one check made payable to the Florida Department of State to the following address:

    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

    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.

    We also have more information about Florida LLCs, or if you’d like a do-it-yourself guide to forming a Florida LLC, we have that too.

Florida Corporation to LLC Conversion Facts
Forms to FileArticles of Conversion ($25)
Articles of Organization ($125)
Certified Copy (optional)$30
Certificate of Status (optional)$5
File WithDivision of Corporations, New Filing Section
Online FilingNo

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.

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