Georgia Certificate of Conversion Form: Contents, Filing, and Effect

A Georgia certificate of conversion is the document filed with the Secretary of State’s Corporations Division to change a business from one legal entity type to another without dissolving it. The base filing fee is $95, and the certificate must identify the converting entity, name the resulting entity, confirm that the plan of conversion was properly approved, and, depending on the direction of the conversion, include either service-of-process language or terms describing how existing ownership interests become interests in the new entity.¹

What the Certificate Must Contain

Required contents differ based on which statute governs your conversion. The two most common scenarios are a Georgia corporation converting out to a foreign entity, and any eligible entity converting into a Georgia LLC.

Georgia Corporation Converting to a Foreign Entity

When a Georgia corporation converts to a foreign LLC, foreign limited partnership, or foreign corporation, O.C.G.A. 14-2-1109.3 requires the certificate to include:

The corporation’s current legal name.
The name and jurisdiction of the entity the corporation will become.
The effective date and time, if later than the filing date.
A statement confirming the plan of conversion was properly adopted.
Language revoking the registered agent’s authority and irrevocably appointing the Secretary of State as agent for service of process for any pre-conversion obligations.
A mailing address where the Secretary of State can forward any process served under that appointment, plus a commitment to notify of future address changes.²

The service-of-process appointment is easy to overlook. It exists so creditors and other claimants with claims that predate the conversion still have a way to serve legal papers on the business after it has moved out of state.

Entity Converting Into a Georgia LLC

When an eligible entity converts into a Georgia LLC under O.C.G.A. 14-11-212, the certificate must include:

The converting entity’s current legal name and jurisdiction of organization.
A statement that the entity elects to become an LLC.
The effective date, if different from the filing date.
Confirmation that the election was approved as required.
Confirmation that properly formatted articles of organization are being filed alongside the certificate.
Either a description of how existing ownership interests convert into LLC membership interests, or a statement that a written operating agreement addresses this and takes effect immediately upon conversion.³

That last item is where conversions succeed or fail in practice. How stock shares or partnership interests translate into LLC membership interests has to be spelled out, either in the certificate itself or in an operating agreement that kicks in the moment conversion becomes effective.

Other Directions of Conversion

Conversions from a corporation to a Georgia LLC are governed by O.C.G.A. 14-2-1109.1 and O.C.G.A. 14-11-212. LLC-to-corporation conversions run under O.C.G.A. 14-2-1109.2, and the filing includes both a certificate of conversion and articles of incorporation for the new corporation. Conversions to a limited partnership operate under O.C.G.A. 14-9-206.2 alongside the converting entity’s own statute and require a certificate of limited partnership filed with the certificate of conversion. The Secretary of State publishes an entity conversion matrix listing the required filings and forms for each combination.⁴

Approval That Must Happen Before You File

The certificate has to state that the plan of conversion was approved in accordance with the governing statute, so the internal approval work has to be done first.

For a corporation converting to an LLC, the board of directors adopts the plan and shareholders must approve it. The specific vote threshold comes from the articles of incorporation and bylaws; most conversions require at least a majority, though governing documents can set a higher bar.⁵

For an LLC converting to another entity type, the approval requirement depends on the operating agreement. If the operating agreement is silent on conversion, all partners, members, or shareholders of the converting entity must approve the election.³ Document the vote before filing, because the certificate’s approval statement depends on it.

Filing, Fees, and Effective Date

The certificate of conversion, together with any required formation document for the new entity (articles of incorporation, articles of organization, or certificate of limited partnership), gets filed with the Georgia Secretary of State’s Corporations Division. Most conversions can be filed online or by mail.

The base filing fee for a certificate of conversion is $95.¹ Standard expedited processing adds $10. Same-day processing costs an additional $275, and the filing must reach the Corporations Division by noon on a business day.⁶ Because many conversions also require a formation document with its own fee, the conversion matrix lists many common conversions at $105 total.⁴

If you want the conversion to take effect on a specific future date, put that date and time in the certificate. Otherwise, it becomes effective when the Secretary of State processes the filing.

What Carries Over When the Conversion Takes Effect

The point of a statutory conversion is continuity. When the conversion takes effect, the new entity is treated as the same legal person as the old one. Under O.C.G.A. 14-11-212(c), a business that converts to an LLC is deemed to have existed since the original entity first came into being, and ownership interests convert or cancel according to the terms in the certificate of conversion.³

In practical terms:

Real estate, personal property, and contract rights vest in the new entity automatically. No deeds or assignments are required for the conversion itself.
Debts and liabilities transfer intact. Creditors keep their claims.
Pending litigation continues against or in favor of the new entity without interruption.

Legal continuity is not the same as practical continuity. Banks, landlords, licensing agencies, and counterparties often want documentation before updating their records, so ordering certified copies of the filed certificate is worth doing right away.

What Still Needs Attention After Filing

Filing the certificate is the legal milestone, not the last task.

Federal Tax and EIN

A state-level conversion doesn’t automatically change how the IRS treats the business. Whether you need a new Employer Identification Number depends on whether the federal tax classification changes. A corporation that converts to an LLC taxed as a partnership or disregarded entity needs a new EIN. If the federal classification stays the same (for example, the resulting LLC elects to be taxed as a corporation), no new EIN is needed.⁷ To change the default classification, file IRS Form 8832.⁸

Governance Documents and Licenses

The new entity needs governance documents that match its form. A corporation that converts to an LLC no longer operates under bylaws and needs an operating agreement; an LLC that becomes a corporation needs bylaws and should hold an organizational board meeting. Have these in place at or before the effective date.

Professional and occupational licenses often need special attention. Many licensing boards treat a change in business structure as requiring a new license application for the new entity, even though the underlying business is the same. Insurance policies and bonds typically need to be reissued in the new legal name. Check with each licensing authority early so you’re not operating with lapsed credentials after the effective date.

Annual Registration

Every entity registered with the Georgia Secretary of State must file an annual registration. Corporations report officers, registered agent, and principal office address; LLCs report registered agent and principal office information.⁹ If a corporation fails to deliver its annual registration within 60 days of the due date, the Secretary of State can begin administrative dissolution proceedings.¹⁰ The same 60-day window applies to LLCs.¹¹ After the work of converting, losing the new entity to administrative dissolution over a missed filing is an avoidable loss.

1
Secretary of State of Georgia. Georgia Corporations Division Filing Fees
2
Justia. Georgia Code 14-2-1109.3 – Conversion to Foreign Limited Liability Company, Foreign Limited Partnership, or Foreign Corporation
3
Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company
4
Georgia Secretary of State. Georgia Entity Conversion Matrix
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Justia. Georgia Code 14-2-1109.1 – Conversion to Limited Liability Company or Limited Partnership
6
Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings
7
Internal Revenue Service. Do You Need a New Employer Identification Number (Publication 5845)
8
Internal Revenue Service. Form 8832 – Entity Classification Election
9
Georgia Secretary of State. How to File Annual Registration
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Justia. Georgia Code 14-2-1420 – Grounds for Administrative Dissolution or Revocation of Certificate of Authority
11
Justia. Georgia Code 14-11-603 – Judicial and Administrative Dissolution