A Michigan Certificate of Conversion is the filing that changes your business from one legal structure to another — a corporation into an LLC, or an LLC into a corporation — without dissolving the entity and starting over. The Michigan Department of Licensing and Regulatory Affairs (LARA) processes the filing through its Corporations Division. To file one, you adopt a written Plan of Conversion, obtain the required shareholder or member approval, complete the correct certificate form, and submit it with the surviving entity’s formation documents and a filing fee that starts at $25 for LLCs and $50 for corporations.
Which Entities Can Convert
Two Michigan statutes authorize conversions depending on where you’re starting. The Business Corporation Act allows a domestic corporation to convert into any other form of business organization recognized under Michigan law.1Michigan Legislature. Michigan Code 450.1745 – Conversion of Domestic Corporation Into Business Organization The Limited Liability Company Act gives a domestic LLC the parallel right to convert into a different business organization.2Michigan Legislature. Michigan Code 450.4708 – Conversion of Domestic Limited Liability Company Into Business Organization In either direction, the surviving entity must be a form Michigan law authorizes at the time of filing.
Draft the Plan of Conversion
Before anything goes to the state, the converting entity has to adopt an internal Plan of Conversion. The statutes are specific about what it has to cover. For a corporation converting out, MCL 450.1745 requires the board to draft a plan that includes:
- The names and addresses of both the converting corporation and the surviving business organization, the type of entity it is converting into, and the statute that will govern the surviving entity’s internal affairs.
- The designation and number of outstanding shares by class and series, which shares carry voting rights, and how shares might change before the effective date.
- How the corporation’s shares will convert into ownership interests, cash, other consideration, or some combination in the surviving entity.
- The terms and conditions of the governing documents (such as articles of organization or an operating agreement) for the surviving entity.
An LLC converting into another form follows a similar structure under MCL 450.4708: identify the LLC and the surviving entity, state how membership interests will convert, and attach the organizational documents that will govern the new structure.2Michigan Legislature. Michigan Code 450.4708 – Conversion of Domestic Limited Liability Company Into Business Organization
Get the Plan Approved
Drafting is only half of the internal process. The interest holders have to sign off.
For a domestic corporation, the plan must be submitted for shareholder approval in the same manner required for a merger under section 703a(2), and dissenter’s rights apply for any shareholder eligible to dissent under section 762.1Michigan Legislature. Michigan Code 450.1745 – Conversion of Domestic Corporation Into Business Organization Check your articles of incorporation and bylaws before the vote; they can impose a higher threshold than the statute.
For an LLC, the plan must be approved in the manner required by the operating agreement. If the operating agreement is silent, the default rules in Michigan’s LLC Act control.
Record the vote in your corporate minutes or member resolutions. Those records are the legal foundation for the state filing and may matter years later if anyone challenges the conversion.
Complete the Certificate of Conversion
Once the Plan is adopted and approved, you prepare the Certificate of Conversion itself. The form for an LLC converting into another business organization is CSCL/CD-754, available from LARA’s Corporations Division.3Michigan Department of Licensing and Regulatory Affairs. Certificate of Conversion – Form CSCL/CD 754 Corporations use a separate form, CSCL/CD-554. The certificate requires:
- The converting entity’s exact legal name as it appears in state records, plus its identification number.
- The name and specific type of the surviving entity.
- The street address of the registered office and the name of the resident agent at that address.
- The effective date. The conversion can take effect on the filing date, or you can choose a later date up to 90 days out.
A corporation converting into another entity must also include, under MCL 450.1746, a statement that the plan of conversion was adopted, a commitment to provide a copy of the plan to any shareholder on request without cost, and the organizational documents for the surviving entity.4Michigan Legislature. Michigan Code 450.1746 – Conversion of Business Organization Into Domestic Corporation Every detail on the certificate must match your approved Plan of Conversion. Mismatches between the two are a common reason LARA rejects filings.
File With LARA and Pay the Fee
The certificate of conversion fee is $25 for an LLC and $50 for a corporation.5Michigan Legislature. Michigan Code 450.5101 – Filing Fees That’s only the conversion fee. You also owe filing fees for the surviving entity’s formation documents. A corporation converting to an LLC, for example, pays $50 for the certificate plus $50 for articles of organization, so at least $100 total.6Department of Licensing and Regulatory Affairs. Michigan Filing Fees
You can submit documents through the MiBusiness Registry Portal at mibusinessregistry.lara.state.mi.us, by mail, or in person at LARA’s Lansing office. Payment is accepted by credit card, check, or money order payable to the State of Michigan. Standard processing generally takes a few weeks.
If you need the filing sooner, LARA offers tiered expedited service for an additional, nonrefundable fee on top of the standard filing fee:
- One-hour, same day: $1,000
- Two-hour, same day: $500
- Same day for existing entity documents: $200
- Same day for formation or qualification documents: $100
- 24-hour for existing entity documents: $100
- 24-hour for formation or qualification documents: $50
7Michigan Department of Licensing and Regulatory Affairs. Expedited Service Request Once the state endorses the filing, you receive a stamped certificate as proof the conversion is official.
What Carries Over and What Doesn’t
Under Michigan law, the surviving entity is treated as the same legal person that existed before. It keeps its original formation date and continuous legal history.8Michigan Legislature. Michigan Code 450.4709 – Conversion of Business Organization Into Domestic Limited Liability Company Title to real estate and other property stays vested in the surviving entity without reversion or impairment, so new deeds aren’t required just because the entity changed form. Debts and liabilities carry over too. Personal liability anyone incurred before the conversion isn’t wiped out.
Existing contracts generally stay enforceable for the same reason: the counterparty is still dealing with the same legal person. But some contracts contain change-of-control or conversion clauses requiring notice or consent. Review your key leases, loan agreements, and vendor contracts before filing. A conversion that is clean at the state level can still trigger a default under a commercial lease that nobody re-read.
Federal Tax and EIN Follow-Up
A state conversion doesn’t automatically resolve the federal side. The IRS has its own rules on when a converted entity needs a new Employer Identification Number, and the answer depends on the entity type and the direction of the conversion.
A corporation that converts at the state level but doesn’t change its federal tax classification can keep its existing EIN. A corporation that becomes a partnership or sole proprietorship needs a new one. For LLCs, converting a partnership-taxed LLC into another form still classified as a partnership doesn’t require a new EIN, and neither does changing the LLC’s tax election to corporation or S corporation status. Terminating an LLC and forming an entirely new corporation or partnership does require a new EIN.9Internal Revenue Service. When to Get a New EIN
Depending on the structure of the conversion, the IRS may also require a final return for the converting entity’s tax year.10Internal Revenue Service. Closing a Business Confirm the specifics with a tax professional before you file. Late-filing penalties and IRS confusion over your entity’s status are harder to clean up than they are to prevent.
After the Certificate Is Endorsed
Getting the endorsed certificate back from LARA is the legal finish line. The practical work isn’t quite done. Update your business bank accounts; banks typically need a copy of the endorsed certificate to change the account’s entity type. Notify your insurance carriers, since policies may reference the old structure. Update any professional licenses, state permits, and local business registrations with the agencies that issued them.
Michigan law vests all property in the surviving entity automatically, but third parties don’t always know that. Title companies, lenders, and landlords often want to see the endorsed certificate before updating their records. Request certified copies from LARA at the time of filing or afterward for a small fee, and keep them handy for the first year or so while records across your relationships catch up.