A Certificate of Conversion in Georgia changes your business from one entity type to another — an LLC becoming a corporation, a corporation becoming an LLC, or similar combinations — without dissolving the original entity. You file the certificate with the Georgia Secretary of State along with the formation documents for the new entity, pay a $95 base fee, and the business continues as the same legal entity in a new form.1Georgia Secretary of State. Corporations Division Filing Fees The filing itself is short. The steps around it — picking the right statute, getting internal approval, and sorting out the federal tax consequences — are where most of the work lives.
Which Georgia Statute Governs Your Conversion
Georgia has no single conversion statute. The one you follow depends on which direction you’re going:
- O.C.G.A. 14-2-1109.2 applies when an LLC, limited partnership, general partnership, or foreign corporation elects to become a Georgia corporation.2Justia. Georgia Code 14-2-1109.2 – Election to Become Corporation
- O.C.G.A. 14-2-1109.1 applies when a Georgia corporation converts into an LLC or limited partnership.3Justia. Georgia Code 14-2-1109.1 – Conversion to Limited Liability Company or Limited Partnership
- O.C.G.A. 14-11-212 is the LLC Act’s side of the same transaction and covers any entity electing to become a Georgia LLC.4Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company
Do not confuse these with O.C.G.A. 14-2-1109, which governs mergers between different entity types.5Justia. Georgia Code 14-2-1109 – Merger with Other Entities A merger combines two entities into one. A conversion transforms a single entity. Filing under the wrong statute will get your paperwork rejected.
Approve the Conversion Internally First
Before you file anything with the state, the conversion has to be approved by the owners.
For an entity converting to a corporation under O.C.G.A. 14-2-1109.2, the election requires approval of all partners, members, or shareholders unless the entity’s governing documents or applicable law set a different threshold.2Justia. Georgia Code 14-2-1109.2 – Election to Become Corporation The default is unanimous consent — not a simple majority, not a board vote. If your operating or partnership agreement sets a lower threshold for major structural changes, that threshold controls, but verify it before relying on it.
For an entity converting to an LLC under O.C.G.A. 14-11-212, the same unanimous-consent default applies to partnerships and foreign entities. A Georgia corporation converting to an LLC follows the approval process in O.C.G.A. 14-2-1109.1 instead.4Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company
Draft a plan of conversion before the vote. It should describe how ownership interests or shares convert into interests in the new entity, the effective date, and any changes to governance. A documented, formally approved plan is your protection against later challenges from owners who say they weren’t properly informed.
What the Certificate Must Contain
Under O.C.G.A. 14-2-1109.2, a Certificate of Conversion to a Georgia corporation must include:
- The converting entity’s current legal name and jurisdiction of original organization.
- A statement that the entity elects to become a corporation.
- The date and time the conversion takes effect, if different from the filing date.
- A statement that the election was approved as required by law.2Justia. Georgia Code 14-2-1109.2 – Election to Become Corporation
Conversions to an LLC under O.C.G.A. 14-11-212 follow the same structure: identify the converting entity, state the election, confirm proper approval.4Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company A misspelled entity name or an effective date that predates the approval will cause a rejection.
What You File With the Certificate
The certificate on its own is incomplete. Georgia’s Entity Conversion Matrix requires the formation documents for the new entity type to be filed alongside it.6Secretary of State of Georgia. Georgia Entity Conversion Matrix This is the step most filers miss.
If you’re converting to a Georgia corporation, file Articles of Incorporation that satisfy O.C.G.A. 14-2-202. At minimum the articles must include the corporate name, the number of authorized shares, the registered office address and registered agent, each incorporator’s name and address, and the principal office mailing address.7Justia. Georgia Code 14-2-202 – Articles of Incorporation
If you’re converting to a Georgia LLC, file Articles of Organization under O.C.G.A. 14-11-204. The only mandatory element is the LLC’s name, though you can optionally designate the LLC as manager-managed.8Justia. Georgia Code 14-11-204 – Articles of Organization
Both directions also require a Transmittal Information Form: Form CD 227 for corporations, Form CD 231 for LLCs.6Secretary of State of Georgia. Georgia Entity Conversion Matrix Both are available on the Corporations Division website.
Filing Fees and Processing Options
The base fee is $95. Paper filings add a $10 service charge, for a total of $105; online filing through the Georgia Corporations Division portal avoids the surcharge.1Georgia Secretary of State. Corporations Division Filing Fees
Expedited processing is available at a premium. Same-day service costs $275 above the filing fee and must arrive by noon on a business day; requests received after noon roll to the next morning. One-hour service costs $1,200 and is available from 9:00 a.m. to 4:00 p.m. on business days.9Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings Neither expedited option runs on weekends or state holidays.
The conversion is effective only after the Secretary of State accepts the filing, unless the certificate specifies a later effective date. If you have a target conversion date, either file well ahead or pay for expedited review.
What Carries Over After Conversion
Georgia treats a converted entity as the same legal entity in a new form, not as a replacement. Under O.C.G.A. 14-11-212, a conversion is not a dissolution. The new entity is deemed to have existed since the original one did, and it inherits all property, contract rights, debts, and legal claims.4Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company
The same rule applies when converting to a corporation under O.C.G.A. 14-2-1109.2. The resulting corporation takes on all liabilities of the converting entity, pending lawsuits continue as if nothing happened, and creditor rights and property liens carry forward unimpaired.2Justia. Georgia Code 14-2-1109.2 – Election to Become Corporation
Statutory continuity does not reach your contracts. Review existing agreements for change-of-control or assignment clauses. Bank loans, commercial leases, and franchise agreements often treat an entity conversion as a triggering event requiring the other party’s consent. Notifying creditors, landlords, and key partners heads off disputes.
Federal Tax Consequences Can Be Severe
Georgia treats the conversion as seamless continuity. The IRS often does not.
Converting a C corporation to an LLC is the most dangerous scenario. The IRS treats it as a complete liquidation of the corporation. That triggers two layers of tax. At the corporate level, the corporation recognizes gain or loss on the distribution of its assets as if it had sold them at fair market value.10GovInfo. 26 U.S.C. 336 – Gain or Loss Recognized on Property Distributed in Complete Liquidation At the shareholder level, each shareholder is treated as having received full payment for their stock and must recognize the difference between the fair market value of the assets received and their stock basis.11Office of the Law Revision Counsel. 26 U.S.C. 331 – Gain or Loss to Shareholder in Corporate Liquidations
For a C corporation holding significantly appreciated assets, the combined bill can be large enough to make conversion impractical, even though no actual sale took place.
Conversions involving S corporations or partnerships generally have more favorable treatment, but the specifics depend on the entity’s tax elections and asset composition. Have a tax professional model the federal consequences before filing anything.
EIN and Entity Classification After Conversion
Whether you need a new Employer Identification Number depends on whether the conversion changes your business structure for federal purposes. The IRS states that a corporation does not need a new EIN if it converts at the state level and the business structure remains unchanged.12Internal Revenue Service. When to Get a New EIN Converting between a corporation and an LLC typically does change the structure, so a new EIN is usually required. Confirm with the IRS before assuming your existing number carries over.
If the conversion changes how your entity is classified for federal tax purposes, you may need to file IRS Form 8832 (Entity Classification Election). The form lets an eligible entity elect to be taxed as a corporation, partnership, or disregarded entity instead of accepting the IRS default for its new entity type. The election must generally be filed within 75 days of the desired effective date, though it can be filed up to 12 months in advance.13Internal Revenue Service. Form 8832 – Entity Classification Election Once made, the election cannot be changed again for 60 months without IRS approval. Choose carefully.
After the Filing Is Accepted
Acceptance by the Secretary of State is the legal moment of conversion. The practical work continues.
Licenses and Permits
Professional licenses, local business permits, and industry-specific registrations are typically issued to a specific entity and are not automatically transferred. Many licensing authorities treat a change in entity structure as voiding the existing license and require the new entity to apply fresh. Review every license and permit your business holds and contact each issuing authority to find out whether an amendment, a new application, or a notification is required.
Foreign Qualifications in Other States
If your business is registered to do business outside Georgia, those registrations have to be updated to reflect the new entity type. Some states allow an amendment or certificate of change; others require withdrawing the old entity’s registration and filing a new foreign qualification for the converted entity. Operating without authorization in a state where you’re registered can limit your ability to enforce contracts or access the courts there.
Internal Records and Bank Accounts
Replace your operating agreement or bylaws to match the new entity type, notify your bank to update account records, and amend registered agent designations if needed. If you obtained a new EIN, every account, tax registration, and payroll system tied to the old number has to be transitioned.