How to Convert a Corporation to an LLC in Florida: Plan, Filings, and Fees

To convert a corporation to an LLC in Florida, you use a procedure called statutory conversion: draft a plan, get your board and shareholders to approve it, then file a Certificate of Conversion along with Articles of Organization at the Florida Department of State. State fees total $160. Florida treats the result as the same business operating under a new legal form, so assets, contracts, and liabilities carry over automatically. The IRS, however, usually does not see it that way, and the federal tax consequences are the first thing to work out.

Run the Tax Numbers Before You File

This is where conversions go wrong. Florida law treats the LLC as a continuation of the corporation, but the IRS generally treats a corporation-to-LLC conversion as a complete liquidation of the corporation when the new LLC will be taxed as a partnership or disregarded entity. For a C corporation, that triggers tax at two levels.

At the corporate level, the corporation is treated as having sold all its assets at fair market value and distributed the proceeds, and it must recognize gain or loss on that deemed distribution.1Office of the Law Revision Counsel. 26 USC 336 – Gain or Loss Recognized on Property Distributed in Complete Liquidation At the shareholder level, each shareholder is treated as having received a liquidating distribution in exchange for stock, and recognizes gain or loss equal to the difference between the fair market value of what they received and their stock basis.2Office of the Law Revision Counsel. 26 USC 331 – Gain or Loss to Shareholder in Corporate Liquidations If the business holds appreciated real estate, equipment, or intellectual property, the combined bill can be large. A corporation with little asset appreciation faces much less, but the math still needs to happen first.

S corporations go through a similar deemed-liquidation treatment, with the gain flowing through to shareholders rather than being taxed at the entity level first. The hit is usually smaller, but appreciated assets still produce capital gain for shareholders. If the S corporation was previously a C corporation, built-in gains tax may also apply to appreciation from the C corp years.

One way to avoid the deemed liquidation is to have the new LLC elect to continue being taxed as a corporation by filing Form 8832 with the IRS.3Internal Revenue Service. About Form 8832, Entity Classification Election You keep the corporate tax status and gain the operational flexibility of an LLC, but you lose the pass-through taxation most people are converting to get. For a business with heavily appreciated assets, the conversion may not be worth the tax cost at all. Have an accountant or tax attorney run the numbers before anything is filed with the state.

Draft and Approve the Plan of Conversion

The formal process starts with a written plan of conversion. Under Florida’s Business Corporation Act, the plan must include:

  • The name of the existing corporation and the name, jurisdiction, and entity type of the new LLC.4Florida House of Representatives. Florida Code 607.11931 – Plan of Conversion
  • How the corporation’s shares will convert into LLC membership interests, cash, or other consideration.
  • The full text of the LLC’s organizational documents as they will read immediately after conversion.
  • Any additional terms and conditions governing the transition.

The plan is an internal document. It never gets filed with the state, but it has to exist and be approved before the state filings move.

Approval runs through two steps. The board of directors first adopts a resolution recommending the plan to the shareholders. The board may condition that recommendation or recommend against the plan, but shareholders get to vote either way. A majority of the votes entitled to be cast is the standard approval threshold. Keep the corporate minutes and voting records, because the Certificate of Conversion will have to include a statement that the plan was approved in accordance with Florida law.

File the Two Documents With the State

Two forms go to the Florida Department of State: the Articles of Organization for the new LLC and the Certificate of Conversion. Both are available on the Division of Corporations’ Sunbiz website.5Florida Department of State. Division of Corporations – Corporations

Articles of Organization

The Articles of Organization formally create the LLC under Chapter 605. You will need:

  • The LLC’s name, which must include “Limited Liability Company,” “LLC,” or “L.L.C.”6Florida Department of State. Instructions for Articles of Organization (FL LLC)
  • The principal office street address and mailing address.
  • The name and Florida street address of the registered agent, plus the agent’s signature accepting the role. No P.O. boxes.

Listing managers or authorized representatives is optional on the state form, but most banks will want that information on file before they open or rename accounts for the LLC.7Florida Department of State. Florida Department of State Articles of Organization for Florida Limited Liability Company

Certificate of Conversion

The Certificate of Conversion is the document that actually transforms the corporation into the LLC. It needs the corporation’s current name, the new LLC’s name, the effective date you want for the conversion, and a statement confirming that the plan of conversion was approved as required by Florida law. Have the corporation’s Florida document number ready.

Fees and Processing

Both documents can be filed online through Sunbiz or printed and mailed. Online filings take credit cards; mailed submissions need a check payable to the Florida Department of State. The required fees total $160:

Online submissions are processed faster. As of early April 2026, the Division of Corporations was processing mailed conversion documents submitted in late December 2025, roughly a three-month backlog on paper.10Florida Department of State. Document Processing Dates If timing matters, file online. Once the filing is processed, you receive an acknowledgment letter and the new LLC appears in the Sunbiz public records.

What Transfers Automatically

Because Florida treats the LLC as the same entity that existed as the corporation, you do not have to re-paper the business from scratch. Real property, personal property, and contract rights stay with the LLC without any separate transfer, and every debt and liability carries over as well.11Florida Senate. Florida Code 607.11935 – Effect of Conversion Pending lawsuits continue uninterrupted.

The federal EIN usually carries over too. The IRS generally allows a corporation that converts to an LLC under state law to keep the same EIN, treating the conversion as a change in legal status rather than the creation of a new entity.12Internal Revenue Service. When to Get a New EIN If the conversion also consolidates multiple entities into one new LLC, the new entity will need its own EIN.

If you want the LLC to be taxed differently than the old corporation, file Form 8832, the Entity Classification Election. The election can take effect no more than 75 days before the filing date and no more than 12 months after.13Internal Revenue Service. Form 8832 – Entity Classification Election Without any election, the default rules apply: a single-member LLC is a disregarded entity, a multi-member LLC is a partnership.

What You Still Have to Update

Statutory continuity handles the legal rights. It does not handle the paperwork sitting with every agency, bank, and counterparty that knows you by the old corporate name.

Operating agreement. Florida does not require you to file one, but draft it immediately. It governs who manages the LLC, how profits and losses are allocated, what happens when a member leaves, and how disputes get resolved. Without one, Florida’s default LLC rules apply, and those defaults rarely match what the members intend.

Annual report. The LLC must file an annual report with the Division of Corporations each year. The fee is $138.75 if filed by May 1. After May 1 a $400 late fee applies, bringing the total to $538.75.9Florida Department of State. LLC Fees – Division of Corporations Missing the report entirely can lead to administrative dissolution, undoing the structure you just created.

Florida Department of Revenue. Because the conversion changes your entity type, submit a new Florida Business Tax Application (Form DR-1) rather than a simple name-change request. That updates your sales tax registration, reemployment tax account, and any other state tax accounts tied to the old corporate entity.

Business licenses and permits. Licenses and professional permits issued to the corporation have to be updated to the LLC’s name. Fees and procedures vary by board. The Department of Business and Professional Regulation, for example, charges $50 for a company name change on certain professional licenses and may require updated articles of organization and proof of workers’ compensation coverage.14Department of Business and Professional Regulation. DBPR ELC 8 Request for Address or Name Change Check each agency.

Banks and contracts. Give your bank the state acknowledgment letter and the filed Articles of Organization so it can update accounts and credit cards. Contracts and leases carry over by law, but send written notice to landlords, key vendors, and other counterparties so no one argues later about whether the agreement still binds.

Trademarks. If the corporation holds federal trademark registrations or pending applications, update ownership records with the USPTO. The Assignment Center handles name changes; the current recording fee is under trademark fee code 8521.15United States Patent and Trademark Office. Trademark Assignments: Transferring Ownership or Changing Your Name Recording usually takes about seven days, after which the trademark database should update automatically. If it doesn’t, file a voluntary amendment through TSDR.

UCC financing statements. If the corporation has outstanding loans secured by UCC-1 filings, the conversion can create a perfection gap. The UCC treats a statutory conversion as a name change rather than a transfer of ownership, so if a search against the new LLC name wouldn’t return the original financing statement, the secured creditor needs to file an amendment to maintain its perfected interest. Notify your lenders so they can update their filings; a gap here causes problems for both sides.