In Florida, a certificate of conversion is the document you file with the Division of Corporations to change your business from one entity type to another, such as from a corporation to an LLC or from a partnership to a corporation, without dissolving the business. The filing fee for the conversion document itself runs from $25 to $52.50 depending on the entity, and you pay the new entity’s formation fee on top of that. The business continues as the same legal entity, keeping its contracts, property, and obligations intact.
What You File
Florida uses slightly different names for the conversion document depending on which entity is doing the converting. The content requirements track three separate statutes: Chapter 607 for corporations, Chapter 605 for LLCs, and Chapter 620 for partnerships.
Corporations Converting Out
A corporation files a certificate of conversion with the Department of State. It must state that the corporation has converted in compliance with Chapter 607, that the plan was properly approved by the board and shareholders, the effective date of the conversion, and the principal office address of the new entity.1Justia. Florida Code 607.1113 – Certificate of Conversion If the new entity is a foreign organization not authorized to do business in Florida, the certificate must also appoint the Secretary of State as agent for service of process and include a statement that the new entity will pay shareholders entitled to appraisal rights.
LLCs Converting In or Out
When an LLC is on either side of the transaction, the filing is called articles of conversion. The articles must identify the name, jurisdiction, and entity type of both the converting and converted organizations, confirm the plan was approved as required by Chapter 605, and state the effective date if it differs from the filing date.2Florida Senate. Florida Code 605.1045 – Articles of Conversion If the converted entity is a new domestic filing entity, such as a corporation, the full text of its organizing document must be attached.
Partnerships Converting Out
A converting partnership files a certificate of conversion that includes a statement the partnership has converted, the name and form of the new organization, the effective date under the new entity’s governing law, and statements confirming the conversion was approved as required by both Florida’s partnership act and the laws governing the new entity type.3Florida Senate. Florida Code 620.8914 – Filings Required for Conversion; Effective Date A partnership that hasn’t previously filed a registration statement must file one with the certificate.
The New Entity’s Formation Documents
The conversion filing alone doesn’t create the new entity. You also submit the organizing documents for whatever structure you’re moving into. A corporation converting into an LLC files Articles of Organization; an LLC converting into a corporation files Articles of Incorporation. Both go in together. The formation document creates the new structure, and the conversion document establishes legal continuity with the old one.
If the converting entity was formed outside Florida and is converting into a Florida entity, it may also need a Certificate of Status from its original jurisdiction to prove it’s in good standing.
Who Signs
Someone authorized to act on behalf of the entity signs the conversion filing and the accompanying formation documents. For corporations, that’s typically an officer or director. For LLCs, a manager or authorized member signs. For limited partnerships, a general partner signs; for general partnerships, all partners must approve the conversion itself, and the certificate must be signed accordingly.
Florida accepts electronic signatures on these filings. The Uniform Electronic Transaction Act gives electronic signatures the same legal effect as ink signatures,4Florida Senate. Florida Code 668.50 – Uniform Electronic Transaction Act and the Division of Corporations’ online filing system lets you type a name in the signature block in place of a physical signature.5Florida Department of State Division of Corporations. Instructions for Articles of Incorporation (FL Profit)
What It Costs
You pay two fees: one for the conversion certificate, and one for the new entity’s formation documents. The conversion certificate fee depends on the type of entity doing the converting:
- LLC: $25
- Corporation: $35
- General partnership: $25
- Limited partnership: $52.50
The new entity’s formation fee is added on top:
- New Florida LLC: $125 ($100 filing fee plus $25 registered agent fee)
- New Florida corporation: $70 ($35 filing fee plus $35 registered agent designation)
- New Florida limited partnership: $1,000 ($965 filing fee plus $35 registered agent designation)
Optional extras include a certified copy of the filing ($8.75 for corporations, $30 for LLCs) and a Certificate of Status ($8.75). All fees are due at the time of filing.6Florida Department of State. Fees – Division of Corporations
So an LLC becoming a corporation runs $95 to the state ($25 conversion fee plus $70 formation). A corporation becoming an LLC runs $160 ($35 conversion fee plus $125 formation), before any optional certified copies.6Florida Department of State. Fees – Division of Corporations
Approvals You Need Before Filing
Each entity type has its own internal approval threshold, and the certificate attests that you’ve met it. Get this wrong and the filing itself isn’t valid.
For a corporation, the board of directors must adopt the plan of conversion, and shareholders must approve it using the same voting procedures required for a merger.7Florida Senate. Florida Code 607.1112 – Approval of Plan of Conversion
For an LLC, approval requires a majority-in-interest of the members entitled to vote on the conversion. If the conversion would cause any member to take on personal liability for the converted entity’s future debts, as happens when converting to a general partnership, each such member must consent in writing.8Florida Public Law. Florida Code 605.1043 – Approval of Conversion
For a partnership, every partner must consent to the plan, and that consent must be documented in a record.9Online Sunshine. Florida Statutes 620.8913 – Action on Plan of Conversion by Converting Partnership There is no majority-vote fallback. One objecting partner stops the conversion.
How Long Processing Takes
Don’t expect a quick turnaround on mailed filings. As of early 2026, the Division of Corporations was processing LLC and corporate conversion documents received in late December 2025, a backlog of roughly three months.10Division of Corporations – Florida Department of State. Document Processing Dates Online filings generally move faster, but check the Division’s processing dates page before filing if your conversion has a deadline.
Both the corporate and LLC statutes let you specify a future effective date in the conversion filing, which is useful for coordinating with a new tax year or a transaction closing. The filing still has to be submitted and processed before that date arrives.
What the Conversion Does and Doesn’t Do
Under both the corporate and LLC conversion statutes, the converted entity is treated as the same entity without interruption. Property remains vested in the business without any transfer, and the converted entity’s name can be substituted in any pending lawsuit.11Florida Senate. Florida Code 607.11935 – Effect of Conversion A conversion is not a dissolution, so dissolution-triggered contract clauses should not activate.
Ownership stakes convert into the new entity’s equivalent. When a partnership converts to an LLC or corporation, partners’ interests become membership interests or shares. When an LLC converts to a corporation, members receive shares in exchange for their membership interests. The plan of conversion spells out exactly what each owner gets, and members are entitled only to what the plan provides, plus any appraisal rights under Florida law.12Florida Public Law. Florida Code 605.1046 – Effect of Conversion
All debts, obligations, and liabilities carry over.11Florida Senate. Florida Code 607.11935 – Effect of Conversion Florida law is explicit that conversion does not discharge pre-existing personal liability. If a general partner was personally liable for a business debt before the conversion, that liability survives even though the partner may now be a member of an LLC with limited liability going forward.12Florida Public Law. Florida Code 605.1046 – Effect of Conversion New obligations get the benefit of the new entity structure; old obligations keep whatever personal exposure existed before.
One boundary the state filing does not address: federal tax. Florida treats the business as the same entity before and after, but the IRS does not always agree. A C corporation converting to an LLC taxed as a partnership or disregarded entity, for example, is treated by the IRS as a complete liquidation of the corporation, which can produce tax at both the corporate and shareholder level. The state fees are modest; the federal tax consequences of getting this wrong are not. Talk to a tax professional before filing.
After the Conversion Is Approved
Once the Division approves the filing, a few administrative tasks follow.
Whether You Need a New EIN
The IRS requires a new EIN when a business changes its fundamental tax structure. A corporation that converts to a partnership or sole proprietorship needs a new EIN. A sole proprietor who incorporates or takes on partners needs a new EIN. A partnership that incorporates or becomes a sole proprietorship needs a new EIN.13Internal Revenue Service. Do You Need a New Employer Identification Number?
The IRS specifically says a new EIN is not required for a “conversion at the state level with business structure remaining unchanged.”13Internal Revenue Service. Do You Need a New Employer Identification Number? So an LLC taxed as a partnership that converts into a general partnership keeps its existing EIN. The test is whether the tax classification changes, not whether the state-law entity type changes.
State Tax Registration
Florida treats a conversion as a change in legal entity, so you’ll need to file a new Florida Business Tax Application (Form DR-1) with the Department of Revenue rather than simply updating your name or address.14Florida Department of Revenue. Request a Change of Business Name, Address, and/or Account Status
Contracts, Licenses, and Accounts
Even though the converted entity is legally the same business, not every counterparty will treat it that way automatically. Review existing contracts, leases, and vendor agreements for assignment or change-of-control clauses that might require consent. Business licenses and permits often need to be re-registered under the new entity type. Bank accounts, insurance policies, and professional registrations should all be updated.
Amending or Canceling Before It Takes Effect
If you catch a problem after filing but before the conversion takes effect, Florida law gives you two options. For LLCs, the plan of conversion can be amended after approval but before the articles become effective, as long as the amendment doesn’t materially change the terms in a way that would require re-approval. To cancel the conversion altogether, file a statement of abandonment with the Department of State before the articles become effective. The statement must identify the converting LLC, the date the articles were delivered for filing, and confirm that the conversion has been abandoned.15Florida Public Law. Florida Code 605.1044 – Amendment or Abandonment of Plan of Conversion Once filed, the abandonment takes effect immediately.
After a conversion has actually taken effect, there is no simple reversal. Undoing it requires running the full conversion process again in the other direction, with new approval votes, new filings, and new fees. Getting the plan right the first time, particularly the ownership allocation and the tax analysis, is worth the attention.