How do you convert an LLC to a corporation?

Most states allow a statutory conversion: you file articles of conversion (and often a plan of conversion) plus corporate formation documents with the state, and the LLC becomes a corporation while keeping its history, contracts and often its EIN. Where statutory conversion is not available, you either merge the LLC into a new corporation or dissolve the LLC and form a new corporation from scratch.

What is a statutory conversion?

A statutory conversion is a streamlined, state-authorized process that changes an entity's legal form, LLC to corporation, in a single set of filings, without dissolving the old entity. The business continues seamlessly: same legal existence, same contracts, usually the same EIN, with assets and liabilities carrying over automatically. It is the cleanest method where the state offers it, which most now do.

Is converting to a corporation the same as electing corporate taxation?

No, and this is a common confusion. A legal conversion changes the entity type on the state record from LLC to corporation. A tax election (filing Form 8832, or Form 2553 for S-corp status) changes only how the IRS taxes the entity, your LLC stays an LLC legally but is taxed as a corporation. You can elect corporate taxation without ever legally converting.

Do I need a new EIN when I convert my LLC to a corporation?

It depends on the method and structure. In a statutory conversion the EIN often carries over, but the IRS requires a new EIN in certain conversions, for example, when you incorporate a sole proprietorship-style single-member LLC. Because the rules turn on the specifics, confirm with the IRS guidance or a tax professional before assuming the number stays the same.

Should I convert my LLC or dissolve it and start a corporation?

If your state offers statutory conversion, that is usually cleaner than dissolving and re-forming, because contracts, licenses and EIN tend to carry over and you avoid winding up the old entity. Dissolving and forming a new corporation makes sense mainly where conversion is unavailable or where you actually want a clean break. Weigh the continuity you keep against the simplicity of a fresh start.

What are the tax consequences of converting an LLC to a corporation?

Converting generally means the business will be taxed as a corporation going forward, which changes filing obligations and how profits are taxed and distributed. The conversion itself can be structured as a tax-free incorporation under the right conditions, but not always, and gains can be triggered depending on assets and liabilities. This is genuinely a tax-planning decision, model it with a tax professional before filing.

Which states allow statutory conversion of an LLC to a corporation?

Most states now permit statutory conversion between LLCs and corporations, but the exact forms, fees and required documents vary, and a few states still require the older merger route instead. Check your state's business filing office for its conversion statute and forms. Where conversion is not offered, the merger or dissolve-and-re-form paths achieve the same end by different means.

Convert an LLC to a Corporation, Statutory Conversion Guide

What are the three ways to convert?

“Converting” an LLC to a corporation can mean any of three legally distinct routes, and the right one depends on your state and your goals:

Statutory conversion. A single state-authorized process that changes the entity's form from LLC to corporation without dissolving it. The cleanest option where available, which is most states now.
Statutory merger. You form a new corporation and merge the LLC into it. Used where conversion is not offered; more steps, same end result.
Dissolve and re-form. You dissolve the LLC entirely and form a new corporation from scratch, moving assets across. The most work and the least continuity, but sometimes the right call.

Before any of them, separate two ideas that people constantly conflate, changing the entity's legal form versus changing its tax treatment. More on that below, because it often turns out you do not need a conversion at all.

How does a statutory conversion work?

A statutory conversion changes the entity's legal form in one coordinated set of filings. You typically adopt a plan of conversionget the members' approval as the operating agreement and state law require, and file articles of conversion along with the corporate formation documents (articles of incorporation). The state records the entity as a corporation.

The appeal is continuity. The business does not cease to exist for even a moment: its contracts, licenses, assets, and liabilities carry over automatically, and the EIN often stays the same. There is no winding-up, no transferring assets by hand, no re-signing every contract. Where your state offers it, statutory conversion is almost always the least disruptive path.

Continuity is the whole point

In a statutory conversion the same legal entity simply changes clothes. That is why contracts and registrations usually survive untouched, a major advantage over dissolving and starting over.

When does dissolving and re-forming make sense?

Sometimes the cleaner-sounding conversion is not available, or a genuine fresh start is what you want. In those cases you dissolve the LLCwinding up its affairs, settling debts, filing final returns, and closing its state and IRS accounts, and separately form a new corporation, then move the assets across.

The trade-off is real. You lose the automatic continuity: contracts may need reassigning, licenses re-applying, and a new EIN is likely. But if the LLC carries baggage you would rather leave behind, or your state simply does not offer conversion, this route gives you a clean, deliberate break. If you go this way, close the old entity properly, a half-closed LLC keeps accruing annual reports and franchise tax, and its IRS account stays open until you close it.

Legal conversion vs. tax election, which do you need?

This is the distinction that saves many owners an unnecessary filing. Two separate things can look like “becoming a corporation”:

Legal conversion changes the entity type on the state record, you are now a corporation, full stop.
Tax election changes only how the IRS taxes you. By filing Form 8832 (to be taxed as a C-corporation) or Form 2553 (for S-corporation status), your LLC stays an LLC legally but is taxed like a corporation.

Many people who think they need to convert actually just want the tax treatment, often S-corp status to manage self-employment tax. That is a tax election, not a legal conversion, and it keeps your LLC intact. Decide which problem you are solving before you file anything, ideally with a tax professional.

What are the conversion steps?

For a statutory conversion, the sequence is roughly:

Confirm your state allows it and pull the forms from the filing office.
Adopt a plan of conversion and approve it by the member vote your operating agreement requires.
File articles of conversion and articles of incorporationpaying the state fees.
Adopt corporate governancebylaws, initial directors and officers, issue stock.
Handle the tax sideconfirm the EIN treatment and make any corporate or S-corp election.
Update everything downstreambank, licenses, registrations, contracts.

What does it cost, and how long does it take?

Costs are the state filing fees for the conversion and incorporation documents, which vary widely by state, confirm current figures with your filing office, plus any professional fees for structuring the tax side. Timing tracks state processing, from a few business days to a few weeks, with expediting often available. The dissolve-and-re-form route costs and takes more because you are running two processes, a closure and a formation, instead of one.

How do you choose the right path?

Start with the tax-versus-legal question: if you only want corporate taxation, make the election and skip the conversion entirely. If you genuinely need to be a corporation legally, for a specific financing, share structure, or investor requirement, prefer statutory conversion where your state offers it, for the continuity. Reserve dissolving and re-forming for cases where conversion is unavailable or a clean break is the actual goal. Because each path has different tax and liability consequences, this is worth a conversation with a tax or legal professional before you file, and if the answer turns out to be that the LLC has simply run its course, our guide to dissolving an LLC covers closing it cleanly.

Converting an LLC to a corporation