Converting an LLC to a Georgia corporation requires filing three documents with the Georgia Secretary of State: certificate of conversion, articles of incorporation and Data Transmittal Form 227. Although the process of converting is relatively simple, the question of whether your LLC should convert to a corporation can be complex. After converting, you will have to change your business operations to include ongoing compliance with the Georgia’s corporate law and there could be adverse tax consequences. Consulting with an attorney and tax adviser before converting is essential.
Fit your business needs with the right LLC package
Meet with all members of the LLC to discuss and vote on converting the LLC to a corporation, unless you are the sole member. Under Georgia law -- Official Georgia Code Annotated 14-2-1109.2(a) -- all members of an LLC must unanimously vote to convert to a corporation, except in situations where the LLC's operating agreement specifies that such a decision can be made with less than unanimous consent.
Prepare a certificate of conversion that is in compliance with O.G.C.A. 14-2-1109.2(b)(1)-(6). The Georgia Secretary of State does not provide a form for this document. Use 8½ x 11-inch business quality paper to prepare the certificate and title the paper "Certificate of Conversion of..." followed by the name of your LLC. Georgia law requires that specific information be included: the name of your LLC and the state where it was formed; a statement that your LLC elects to become a corporation; the effective date of the conversion, if it will be later than the date of filing the certificate; a statement that the members approved the election as required by O.G.C.A. 14-2-1109.2(a); a statement that along with the certificate, articles are being filed; details of how the LLC members' ownership interest will be converted into shares of the corporation.
Prepare articles of incorporation that are in compliance with O.C.G.A.14-2-202. The Secretary of State's office provides a suggested format for the articles with the minimum legal requirements to incorporate, but not a form for use. The articles must be prepared on 8½ x 11-inch business quality paper and titled "Articles of Incorporation." Specific information must be included: the name of the corporation; the number of shares authorized to be issued; the name and address for the registered agent; your name and address as incorporator; the principal mailing address for the corporation.
Prepare Data Transmittal Form 227, which is available from the website of the Secretary of State (see Resources). The form essentially requests contact information for your corporation.
File all three documents with the Corporate Division of the Secretary of State’s office (see Resources). There is a filing fee of $95 for the Certificate of Conversion and $100 for the Articles of Incorporation.
- Certificate of conversion
- Articles of incorporation
- Data transmittal form 227
Tips & Warnings
The name for your corporation must comply with O.G.C.A. 14-2-401, which specifies, among other things, that the name include one of certain specific words: corporation, incorporated, company or limited, or some abbreviation of one of these words.
The Secretary of State will issue a certificate of incorporation in about 12 business days after your documents and fees are received.
Within 90 of incorporating, you must submit an annual registration form online (see Resources). The registration fee is $30. If you fail to register, the state can dissolve your corporation and require additional fees.
References & Resources
- Georgia Secretary of State: Converting from One Entity Type to Another
- Georgia Secretary of State: Georgia Profit Corporations
- Georgia Secretary of State: Corporations Division Filing Fees
- Justia.com Laws & Regulations: O.G.C.A.14-2-1109.2
- Justia.com Laws & Regulations: O.G.C.A. 14-2-401
- Georgia Secretary of State: Data Transmittal Form 227
- Georgia Secretary of State: Corporations Annual Registration