To change a Florida business’s legal form without dissolving it, you file Florida articles of conversion with the Division of Corporations after your owners approve a plan of conversion. The filing fee is $25 to $52.50 depending on the converting entity’s type, and you pay it on top of the standard formation fee for whatever the business is becoming. The statutory framework sits in Chapter 607 for corporations and Chapter 605 for LLCs, and the two chapters mirror each other closely.
What Florida Articles of Conversion Do
Articles of conversion are the state filing that carries a business from one legal form into another. A corporation can become an LLC, an LLC can become a corporation, and either can become a partnership, limited partnership, or another recognized entity form.1Florida Senate. Florida Statutes 607.11931 – Plan of Conversion2Online Sunshine. Florida Statutes 605.1045 – Articles of Conversion Foreign entities can participate on either side of the transaction if their home-jurisdiction law allows it.
The important word is continuity. The converted entity is treated as the same business without interruption, with the same organization date, the same property, and the same debts. You are not dissolving one business and forming another; you are changing what the same business is called under the law.
What You Need Before Filing
Two things need to be true before the filing will work. First, check your existing governing documents. Articles of incorporation, bylaws, or an LLC operating agreement can restrict or condition conversion, and any such provision has to be addressed or amended before you proceed.
Second, every party to the conversion must be active and current with the Florida Department of State through December 31 of the calendar year the filing is submitted. An entity that has been administratively dissolved or is behind on annual reports will need to fix that first.
Approving the Plan of Conversion
Florida law requires a written plan of conversion before the articles can be filed. For a corporation, the plan must state the converting corporation’s name; the converted entity’s name, jurisdiction, and type; how existing shares or interests will be reclassified into interests in the new entity, cash, other property, or some combination; the full text of the new entity’s governing rules as they will read after the conversion; and any additional terms the parties want to include.1Florida Senate. Florida Statutes 607.11931 – Plan of Conversion
The board of directors adopts the plan first, then submits it to shareholders. The default approval threshold is a majority of the votes entitled to be cast, with each class or series voting separately as its own group at a meeting where a quorum is present. The articles of incorporation or the board can raise that threshold but not lower it.3Online Sunshine. Florida Statutes 607.11932 – Action on a Plan of Conversion
There is one consent rule that catches people off guard. If the conversion would make any shareholder personally liable for the new entity’s debts, as it would if a shareholder became a general partner in a partnership, that shareholder must separately consent in writing. The majority vote does not bind them.3Online Sunshine. Florida Statutes 607.11932 – Action on a Plan of Conversion
LLC conversions run on a parallel track under Sections 605.1041 through 605.1046, and the articles of conversion for an LLC must state that the plan was approved under those sections.2Online Sunshine. Florida Statutes 605.1045 – Articles of Conversion
What Goes in the Articles of Conversion
Once the plan is approved, the articles of conversion themselves are relatively short. The filing must include:
- The converting entity’s name, jurisdiction, and type.
- The converted entity’s name, jurisdiction, and type.
- A statement confirming proper approval. For a domestic corporation, that the plan was approved under Chapter 607; for other entity types, approval under their own governing law.
- The converted entity’s public organizational documents attached to the filing. If you are converting into an LLC, that means articles of organization; into a corporation, articles of incorporation.
Florida allows you to combine the articles of conversion with any filing required to form the new entity, so a single submission can handle both the conversion and the formation.4Florida Senate. Florida Statutes 607.11933 – Articles of Conversion; Effectiveness
Filing Fees
The certificate of conversion fee depends on the entity type that is converting:
- Corporation: $35.00
- Limited liability company: $25.00
- General partnership: $25.00
- Limited partnership: $52.50
Each fee is in addition to the formation fee for the new entity. A corporation converting into an LLC pays the $35.00 conversion fee plus the standard LLC formation fee.5Florida Department of State. Division of Corporations – Fees Forms can be mailed to the Division of Corporations with payment by check or money order made out to the Florida Department of State.6Florida Department of State. Division of Corporations – Corporations
When the Conversion Takes Effect
If the converted entity is a domestic Florida entity, the conversion becomes effective when the articles of conversion become effective with the Department of State. If the converted entity is foreign, the effective date is the later of the date set by that entity’s home-state law or the date the Florida articles take effect.4Florida Senate. Florida Statutes 607.11933 – Articles of Conversion; Effectiveness
What Changes and What Doesn’t After Filing
The legal effects sit in Section 607.11935 and they are broad. All property, including real estate and contract rights, remains with the converted entity without any transfer, reversal, or impairment. You do not need new deeds or assignments. All debts and liabilities carry over. Existing contracts remain enforceable against the new entity, and pending lawsuits continue with the converted entity’s name substituted as a party. The conversion is not a dissolution and does not require winding up.7Florida Senate. Florida Statutes 607.11935 – Effect of Conversion
The converted entity keeps its original organization date. A corporation formed in 2010 that converts to an LLC in 2026 is still treated as having existed since 2010, which can matter for contracts, licenses, and business relationships tied to longevity.7Florida Senate. Florida Statutes 607.11935 – Effect of Conversion
Ownership interests are automatically reclassified according to the plan. Stock in the old corporation might become membership interests in the new LLC, or it might convert into cash or other property. After conversion, owners are entitled only to what the plan provides, plus any appraisal rights.7Florida Senate. Florida Statutes 607.11935 – Effect of Conversion
Shareholders of a converting corporation have the right to demand payment for the fair value of their shares instead of accepting what the plan offers, when shareholder approval is required.8Florida Senate. Florida Statutes 607.1302 – Right of Shareholders to Appraisal When a corporation converts into a non-corporate entity, the converted entity is deemed to have appointed the Florida Secretary of State as its agent for service of process in appraisal proceedings and is deemed to have agreed to promptly pay whatever dissenting shareholders are owed.7Florida Senate. Florida Statutes 607.11935 – Effect of Conversion
Tax Consequences to Handle Separately
The Florida filing does not change your federal tax classification, and the IRS may treat some conversions as taxable events regardless of what happens at the state level. This is the piece of the process where businesses lose the most money by moving too fast.
When a corporation converts to an LLC and elects partnership or disregarded-entity tax treatment, the IRS treats the transaction as if the corporation distributed all its assets and liabilities to shareholders in liquidation, and the shareholders then contributed everything to the new entity.9Internal Revenue Service. Limited Liability Company – Possible Repercussions That deemed liquidation can trigger taxable gain at the corporate and shareholder level, and if the corporation holds appreciated assets or accumulated earnings, the tax hit can dwarf the filing fees.
Going the other direction is usually cleaner. An LLC converting to a corporation and electing corporate tax treatment is generally treated as a tax-free incorporation under Internal Revenue Code Section 351, provided the former members control at least 80% of the new corporation immediately after the exchange.
An LLC that wants tax treatment different from the IRS defaults files Form 8832 to elect its classification. The election can take effect up to 75 days before the filing date or up to 12 months after, and once made it generally cannot be changed for 60 months.10Internal Revenue Service. Form 8832 – Entity Classification Election Florida imposes no personal income tax, which removes one layer of complexity, but confirm any other state-level filings before assuming the conversion is done.
Common Filing Pitfalls
Read your existing contracts before you file. The statute preserves contract rights, but some agreements contain change-of-control or anti-assignment clauses that a conversion can trigger. Loan agreements, commercial leases, and franchise agreements are the usual places this shows up. A technical default is easier to avoid than to fix.
Do not skip the tax modeling. The biggest mistake in conversion work is treating it as a purely legal exercise. A conversion that saves administrative costs but triggers a six-figure deemed liquidation is not a good trade. Model the tax impact before filing anything.
Give stakeholders more notice than the statute requires. The formal minimum is the shareholder meeting notice, but employees, key vendors, lenders, and insurance carriers all benefit from advance word about the new structure. Once the filing is in, the entity operates under its new chapter of Florida law, with new governance rules, new reporting obligations, and possibly new licensing requirements to update with regulators.