How to Convert an LLC to a Corporation in Georgia

By Jennifer Kiesewetter, J.D.

How to Convert an LLC to a Corporation in Georgia

By Jennifer Kiesewetter, J.D.

In Georgia, you can convert your limited liability company (LLC) to a corporation through a statutory conversion process. This process allows you to automatically transfer your business assets and liabilities into a corporation without dissolving your LLC or creating a new company.

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Instead, under Georgia law, there is a "continuation of the existence" of your business. If you are ready to convert your business, follow these steps.

1. Vote to convert your LLC.

Before you convert to a corporation, you need to get all of the member's approvals, unless you're a single-member entity. Under Georgia Code Annotated Section 14-2-1109.2, an LLC may elect to become a corporation upon the unanimous vote of all members, unless the articles of organization or operating agreement require less than a unanimous vote.

2. Write your certificate of conversion.

Once the members approve the conversion, they must file a certificate of conversion with the Georgia Secretary of State. They provide guidance in the form of a conversion matrix to help you in converting to a corporation. The document should contain:

  • The name and jurisdiction of your business
  • A statement that your LLC is electing to become a corporation
  • The effective date of the conversion
  • A statement that the conversion has been approved according to Georgia law or otherwise by the business operating documents
  • A statement setting forth the manner for converting the ownership in the entity into shares, if not provided in the articles of incorporation
  • A statement that your business is filing articles of incorporation with this certificate

3. Draft your articles of incorporation.

Your business must file articles of incorporation. These are similar to the articles of organization your business filed when it began as an LLC and should include basic information about your company, including its name and mailing address, the number of shares it will issue, the name and address of its registered agent, and the name and address of the incorporator. Though Georgia does not provide a form for doing this, you can find a template on the State of Georgia's website.

4. File the documents and pay the filing fee.

File the certificate of conversion and articles of incorporation together and in compliance with Georgia law. You must pay a filing fee for both documents. If you don't file them online, you also need to include a completed Transmittal Information Form -Georgia Corporation (Form 227).

5. Maintain your new corporation.

After you convert your business, you need to finish forming your corporation. For example, you need to draft bylaws, issue stock certificates, elect corporate officers, appoint directors, and hold initial board meetings. Additionally, you must update any state or local licenses or permits, bank documents, insurance policies, business agreements, vendor contracts, website domains, plan benefits documents, and any other corporate or marketing information. Make sure you understand how you should maintain your business and pay annual taxes. Whether it's an S or C corp., governance in a corporation is different than in an LLC.

Before converting your LLC to a corporation, understand the steps required of you and the other members. Since the conversion process can be a bit more complex, you'll want to know what is expected of you, while also following your state's rules and regulations for conversion.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.