Certificate of Conversion in Georgia: Filing and Tax Effects

A Certificate of Conversion in Georgia changes your business from one entity type to another — an LLC to a corporation, a corporation to an LLC, or another combination — without dissolving the original business. You file it with the Georgia Secretary of State along with the formation documents for the new entity type, and the base filing fee is $95.¹ Georgia treats the converted business as a continuation of the original entity, so its formation date, contracts, and liabilities carry forward. The paperwork is short. The approval requirements, required attachments, and federal tax consequences are where filings go wrong.

Which Georgia Statute Governs Your Conversion

Georgia does not have one conversion statute. The one you follow depends on the direction of the conversion.

Converting an LLC, limited partnership, general partnership, or foreign corporation into a Georgia corporation: O.C.G.A. 14-2-1109.2.²
Converting a Georgia corporation into an LLC or limited partnership: O.C.G.A. 14-2-1109.1.³
Converting any entity — corporation, partnership, or foreign entity — into a Georgia LLC: O.C.G.A. 14-11-212.⁴

Identify your statute before drafting anything. Filing under the wrong section, or under the merger statute in Chapter 14-2 by mistake, will get the paperwork rejected.

Getting the Conversion Approved Internally

The conversion must be approved inside the company before you file with the state, and the default approval standard in Georgia is stricter than most owners expect.

Under O.C.G.A. 14-2-1109.2, an entity electing to become a corporation needs approval of all partners, members, or shareholders, unless the governing documents or applicable law set a different threshold.² That default is unanimous consent, not a majority vote and not a board decision. The same unanimous-consent default applies to partnerships and foreign entities converting into an LLC under O.C.G.A. 14-11-212. A Georgia corporation converting into an LLC follows the approval process in O.C.G.A. 14-2-1109.1 instead.⁴

If your operating agreement, partnership agreement, or bylaws set a lower threshold for structural changes, that threshold controls. Read the governing documents before you assume anything.

Before seeking approval, draft a plan of conversion. It describes the terms — how existing ownership interests or shares convert into interests in the new entity, the effective date, and any governance changes. A documented and formally approved plan is your record if a dissenting owner later challenges the transaction.

What the Certificate Must Contain

The certificate itself is short. For a conversion to a corporation under O.C.G.A. 14-2-1109.2, it must state:

The converting entity’s current legal name and where it was originally organized.
That the entity elects to become a corporation.
The effective date and time, if different from the filing date.
That the election was approved as required by law.²

A certificate to convert into an LLC under O.C.G.A. 14-11-212 uses the same structure: identify the entity, state the election, confirm approval.⁴ A misspelled name or an effective date that predates approval will produce a rejection.

The Documents You Must File With the Certificate

Filing just the certificate is the single most common mistake. Georgia’s Entity Conversion Matrix requires that the certificate be filed alongside the formation documents for the new entity type.⁵

When converting into a Georgia corporation, file Articles of Incorporation that satisfy O.C.G.A. 14-2-202. The articles must include the corporate name, the number of authorized shares, the registered office and registered agent, each incorporator’s name and address, and the principal office mailing address.⁶

When converting into 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 may optionally state that the LLC is manager-managed.⁷

Both directions require a Transmittal Information Form — Form CD 227 for corporations, Form CD 231 for LLCs — available on the Corporations Division website.⁵

Fees and Processing Options

The base fee is $95. Paper filings carry an extra $10 service charge for a total of $105; online filing through the Corporations Division portal avoids that surcharge.¹

Expedited service is available at a steep premium. Same-day processing costs $275 on top of the filing fee and must be submitted by noon on a business day; requests arriving after noon roll to the next business morning. One-hour service costs $1,200 and runs from 9:00 a.m. to 4:00 p.m. on business days.⁸ Neither expedited option is available on weekends or state holidays.

The conversion is effective when the Secretary of State accepts the filing, unless the certificate specifies a later date. If you need the conversion to take effect on a particular day, either file well in advance or pay for expedited review.

What Carries Over: Contracts, Property, and Liabilities

Georgia treats the converted business as the same legal entity in a new form, not as a new entity replacing the old one. Under O.C.G.A. 14-11-212, the LLC formed by an election is deemed to have existed since the original entity was first organized and inherits all property, contract rights, debts, and pending claims.⁴ The same continuity rule applies in the other direction under O.C.G.A. 14-2-1109.2: the new corporation is responsible for all liabilities of the converting entity, pending lawsuits continue as if the conversion never occurred, and creditor rights and liens carry forward unimpaired.²

Legal continuity does not mean your counterparties will treat the conversion as a non-event. Review existing contracts for change-of-control or assignment clauses that might be triggered by a structural change. Bank loans, commercial leases, and franchise agreements often contain provisions requiring consent for this kind of change. Notifying creditors, landlords, and key partners in advance, even when not strictly required, avoids disputes that can escalate.

Federal Tax Consequences

Georgia treats the conversion as seamless. The IRS often does not, and that gap is where conversions become expensive.

Converting a C corporation to an LLC is the most dangerous scenario. The IRS treats it as a complete liquidation of the corporation, not a change in form. That produces 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.⁹ At the shareholder level, each shareholder is treated as receiving payment in exchange for their stock and must recognize gain or loss for the difference between the fair market value of the assets received and their stock basis.¹⁰

For a C corporation with appreciated assets, the combined bill can be severe, and no actual sale needs to occur to trigger it. Loss deductions face limits too: a corporation cannot deduct losses on property distributed to a related person owning more than 50% of the stock if the distribution is not pro rata or involves property contributed within five years of the liquidation.⁹

Conversions involving S corporations or partnerships generally receive more favorable tax treatment, but the outcome depends on the entity’s tax elections and asset composition. Model the federal consequences with a tax professional before filing.

EIN and Tax Classification After Filing

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.¹¹ Converting between a corporation and an LLC typically does change the structure, so a new EIN is usually required. Confirm with the IRS rather than assuming.

If the conversion changes how the entity is classified for federal tax purposes, file IRS Form 8832 (Entity Classification Election). This election lets an eligible entity be taxed as a corporation, partnership, or disregarded entity instead of accepting the IRS default for its new 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.¹² Once elected, the classification cannot be changed again for 60 months without IRS approval.

After the State Accepts the Filing

Acceptance by the Secretary of State is the legal moment of conversion, but several practical items still need attention.

Licenses and Permits

Professional licenses, local business permits, and industry-specific registrations are typically issued to a specific entity type and do not automatically transfer. Many licensing authorities treat a change in entity structure as voiding the existing license and require a fresh application. 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, each foreign qualification must be updated. Some states accept an amendment or certificate of change; others require withdrawing the old entity’s registration and filing a new foreign qualification for the converted entity. Failing to update these registrations can leave the business operating without authorization, which limits contract enforcement and court access in those states.

Internal Records and Bank Accounts

Adopt an operating agreement or bylaws for the new entity type, notify your bank so account records match, and update registered agent designations if needed. If you obtained a new EIN, transition every account, tax registration, and payroll system tied to the old number.

1
Georgia Secretary of State. Corporations Division Filing Fees
2
Justia. Georgia Code 14-2-1109.2 – Election to Become Corporation
3
Justia. Georgia Code 14-2-1109.1 – Conversion to Limited Liability Company or Limited Partnership
4
Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company
5
Secretary of State of Georgia. Georgia Entity Conversion Matrix
6
Justia. Georgia Code 14-2-202 – Articles of Incorporation
7
Justia. Georgia Code 14-11-204 – Articles of Organization
8
Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings
9
GovInfo. 26 U.S.C. 336 – Gain or Loss Recognized on Property Distributed in Complete Liquidation
10
Office of the Law Revision Counsel. 26 U.S.C. 331 – Gain or Loss to Shareholder in Corporate Liquidations
11
Internal Revenue Service. When to Get a New EIN
12
Internal Revenue Service. Form 8832 – Entity Classification Election