A Delaware Certificate of Conversion is the one-page state filing that changes a business from one entity type to another — LLC to corporation, corporation to LLC, partnership to either, and the reverse directions — without dissolving the business or starting a new one. You file it with the Delaware Division of Corporations alongside a companion formation document for the new entity, pay a filing fee that runs from $184 to $500 depending on what you’re converting into, and handle owner approvals and federal tax elections on your own timeline around it.
What the Certificate Must Contain
The certificate itself is short. For a conversion into a Delaware corporation, it must state three things: the date and jurisdiction where the converting entity was first formed, the name and type of entity immediately before filing, and the name of the new corporation as it appears on its certificate of incorporation.1Justia. Delaware Code Title 8 265 – Conversion of Other Entities to a Domestic Corporation If the entity moved between jurisdictions after it was formed, you disclose that too.
The certificate does not stand alone. You must file a companion certificate of incorporation (if the new entity is a corporation) or a certificate of formation (if the new entity is an LLC) at the same time. The Division of Corporations will not process one without the other.2Delaware Division of Corporations. Certificate of Conversion from a Delaware or Non-Delaware Limited Liability Company to a Delaware Corporation
The Optional Plan of Conversion
Delaware allows but does not require a plan of conversion alongside the certificate. The plan covers the business side the certificate skips: terms and conditions of the conversion, how existing ownership interests will be exchanged for stock or membership interests in the new entity, and any corporate actions tied to the transition.1Justia. Delaware Code Title 8 265 – Conversion of Other Entities to a Domestic Corporation If you adopt one, the certificate must state that all its provisions have been approved before the certificate takes effect. For any entity with more than one owner, especially where ownership percentages will shift or multiple classes of interest exist, skipping the plan invites disputes later.
Filing Fees
The state filing fee depends on the entity type you’re converting into. As of the fee schedule revised August 2024:
- Converting to a Delaware corporation: $184
- Converting to a Delaware LLC: $220
- Converting to a Delaware partnership (general, limited, or LLP): $200
- Converting to a Delaware statutory trust: $500
- Converting a Delaware entity to a non-Delaware entity: $220 to $234, depending on the original entity type
These cover only the certificate of conversion. You also owe a separate filing fee for the companion certificate of incorporation or certificate of formation. If a Delaware entity is converting out, an additional franchise tax payment may apply.3Delaware Division of Corporations. Corporate Fee Schedule Payment must accompany the filing; nothing is processed until the fee is received in full.4Delaware Division of Corporations. Submitting a Request
Expedited Processing
Standard filings are processed in the order received. If you need it faster, the Division offers paid expedited tiers:
- Next-day service: $50 to $100 (received by 7:00 PM ET)
- Same-day service: $100 to $200 (received by 2:00 PM ET)
- Two-hour service: $500 (received by 7:00 PM ET)
- One-hour service: $1,000 (received by 9:00 PM ET)
Expedited fees are per document. If you file a certificate of conversion and a certificate of incorporation together, the surcharge applies to each.5Delaware Division of Corporations. Expedited Services All documents go to the Division of Corporations through its document upload service or by mail.6Delaware Division of Corporations. Conversion of Entity Type
Owner Approvals You Need Before You File
A certificate filed without the right internal approval is vulnerable to challenge. The rules depend on what’s converting.
If a Delaware Corporation Is Converting Out
The board must first adopt a resolution approving the conversion and specifying what the corporation will become, then recommend it to stockholders. Every stockholder — voting and nonvoting alike — must receive written notice at least 20 days before the meeting. A majority of outstanding shares entitled to vote must vote in favor.7Justia. Delaware Code Title 8 266 – Conversion of a Domestic Corporation to Other Entities
One extra layer: if the corporation is converting into a partnership that will have one or more general partners, every stockholder who will become a general partner must individually approve the conversion on top of the majority vote. General partners face unlimited personal liability, and Delaware will not impose that through a simple majority. If no shares have been issued when the board adopts the resolution, no stockholder vote is required at all.7Justia. Delaware Code Title 8 266 – Conversion of a Domestic Corporation to Other Entities
If a Delaware LLC Is Converting Out
Check the operating agreement first. If it addresses conversions, follow those terms. If it’s silent on conversions but addresses mergers, use the merger-approval process. If it addresses neither, the default kicks in: members owning more than 50 percent of the profits interest must approve.8Delaware Code Online. Delaware Code Title 6 Chapter 18 – Limited Liability Company Act
If Another Entity Is Converting Into a Delaware Corporation
The conversion must be approved under whatever law or governing document controls the converting entity. The certificate of incorporation that will govern the new corporation has to be approved under the same authorization required for the conversion.1Justia. Delaware Code Title 8 265 – Conversion of Other Entities to a Domestic Corporation
What Carries Over and What Changes
The statute treats the converted entity as the same entity that existed before, for all purposes of Delaware law.1Justia. Delaware Code Title 8 265 – Conversion of Other Entities to a Domestic Corporation That continuity has concrete effects:
- Real estate, personal property, receivables, and causes of action stay vested in the entity. Deeds do not revert.
- Creditor rights and liens on the entity’s property survive without interruption.
- Debts and liabilities that existed before conversion remain attached to the converted entity.9Justia. Delaware Code Title 6 18-214 – Conversion of Certain Entities to a Limited Liability Company
- Existing contracts, leases, and licenses carry forward without renegotiation.
Personal liability already incurred does not disappear. A general partner who was personally liable for a partnership debt before the partnership became an LLC stays personally liable for that debt. Forward-looking liability shifts to the new form: LLC members and corporate shareholders get the limited liability of the new structure for obligations incurred after the conversion.1Justia. Delaware Code Title 8 265 – Conversion of Other Entities to a Domestic Corporation
Internal governance has to change to match the new type. An LLC becoming a corporation needs bylaws, a board, and officers in place of its operating agreement and manager or member control. A corporation becoming an LLC needs an operating agreement in place of its bylaws and board. These documents are not filed with the state, but they must be ready when the conversion takes effect.
Federal Tax and EIN Steps the State Filing Does Not Handle
A Delaware conversion changes your entity type under state law. It does not change your federal tax classification, and that gap is where owners get caught.
When a multi-member LLC taxed as a partnership converts to a corporation, the IRS treats the move as if the LLC transferred all assets and liabilities to the new corporation in exchange for stock. Under Section 351, that transfer is tax-free as long as the contributors own at least 80 percent of the corporation’s stock immediately after. A straightforward conversion that preserves the same owners in the same proportions typically clears that test.10Internal Revenue Service. Revenue Ruling 2003-51 – Section 351 Transfer to Corporation Controlled by Transferor The trap: if assumed liabilities exceed the owners’ total tax basis in the contributed assets, the excess is taxable gain. This hits highly leveraged businesses.11Office of the Law Revision Counsel. 26 USC 357 – Assumption of Liability
Some conversions require Form 8832, the Entity Classification Election, to notify the IRS of the change in tax treatment. The effective date cannot be more than 75 days before or more than 12 months after the filing date. Once an election is made, the entity generally cannot change classification again for 60 months, though the IRS may grant an exception by private letter ruling if more than half the ownership interests have changed hands since the prior election. Late-election relief is available if the failure was inadvertent and all tax returns were filed consistently with the intended classification; that window closes three years and 75 days after the intended effective date.12Internal Revenue Service. Form 8832 – Entity Classification Election
A newly converted corporation can elect S-corp status for its first tax year on Form 2553, generally within 75 days of the conversion’s effective date.
When You Need a New EIN
If the business structure changes, you usually need a new EIN. The specifics:
- An LLC changing only its tax election, without a state-level conversion: no new EIN.
- A partnership converting to a corporation at the state level: new EIN required.
- A corporation converting to a partnership or sole proprietorship: new EIN required.
- A corporation converting at the state level without changing its business structure: no new EIN.
- A partnership converting to an LLC still classified as a partnership: no new EIN.
A new EIN forces updates to bank accounts, tax accounts, payroll, and vendor records. Knowing whether one is required before the conversion takes effect avoids the cleanup after.13Internal Revenue Service. When to Get a New EIN
Mistakes That Delay or Invalidate Conversions
The filing itself is simple. The problems happen around it. Filing without the required member or stockholder approval is the most serious, because the conversion can be challenged after the fact. For corporations, forgetting to send the 20-day notice to nonvoting stockholders is an easy oversight that undermines the vote.
On the tax side, the biggest error is treating the state filing as the finish line. Owners who file the certificate but miss Form 8832, blow the S-election window, or skip the new EIN end up with mismatched state and federal records that take months to reconcile. Delaware handles the state-law side cleanly; the federal coordination is on you.