How to Convert an LLC to a Corporation in Georgia

By Joe Stone

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.

Step 1

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.

Step 2

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.

Ready to start your LLC? Start an LLC Online Now

Step 3

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.

Step 4

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.

Step 5

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.

Ready to start your LLC? Start an LLC Online Now
How to Amend and Restate a Certificate of Incorporation in Delaware
 

References

Resources

Related articles

How to Dissolve a Corporation in New York With No Activity

Just as you must comply with filing regulations to form a corporation in New York, you must comply with final reporting requirements to dissolve your business. It makes no difference if there was little or no activity in the previous 12 months or even since start up. The New York Department of State does not recognize the dissolution of a corporation until the proper certificate is filed, the date of which is the date your corporation ceases to exist.

How to Form an S Corporation in Wisconsin

An S corporation is a regular corporation, or C corporation, that has filed a special tax election with the IRS. Therefore, in order to form an S corporation in Wisconsin you must first form a C corporation by filing articles of incorporation with the state. Then, you can make your tax election with the IRS. Wisconsin allows you to file your own paperwork with the Wisconsin Department of Financial Institutions to form your corporation, or you can use an online documentation service to prepare and file your paperwork.

How to Start a California S Corporation

To start a corporation in California, you file a document called articles of incorporation with the Secretary of State’s office. Every California corporation starts as a C corporation – which means that it is taxed according to the provisions of Subchapter C of the Internal Revenue Code. To convert your C corporation to an S corporation, you must file the required form with the IRS requesting that your corporation be taxed under Subchapter S of the Internal Revenue Code. Both the Secretary of State and IRS provide the necessary forms and information to facilitate starting an S corporation in California.

LLCs, Corporations, Patents, Attorney Help LLCs

Related articles

How to Form an S Corp in Florida

Creating an S corporation is a two-step process. First, the business must incorporate according to the laws of Florida ...

How to Amend the Articles of Organization for an LLC in Georgia

The corporations division of the Georgia secretary of state's office manages registrations and filings for all entities ...

How to File an S Corporation in California

To form a corporation in California, you must register with the California Secretary of State. However, California does ...

How to Amend a Corporation

Ideally, businesses should be set up so they don’t change very often since changing a business’s structure or other ...

Browse by category
Ready to Begin? GET STARTED