Entity Conversions, Redomestications, Mergers
Process Overview:
1. Entity Review & Eligibility CheckWe begin by reviewing your current company’s structure, formation documents, and tax status to determine whether a conversion, redomestication, or merger applies to your case.
Conversion: Changing from one entity type to another (e.g., LLC → Corporation). Redomestication: Moving an existing entity’s home state to a new jurisdiction. Merger: Combining multiple entities into one continuing company.
2. Document Preparation & ApprovalsWe prepare all necessary internal and state documents, including: ● Plan of Conversion or Merger ● Amended Articles / Certificate of Conversion ● Resolutions of Members or Directors ● Updated Operating Agreement or Bylaws ● We ensure all corporate records, ownership interests, and management roles are correctly reflected.
3. State Filings & Coordination Once approved internally, we file the appropriate documents with the Secretary of State in both the origin and destination states (for redomestications) or in the surviving entity’s jurisdiction (for mergers).
State processing times and fees vary — typically: ● Conversion filings: $100–$300 per state. ● Mergers or redomestications: $150–$400 per state.
4. EIN, Licenses, and Tax Updates Following state approval, we assist with updating all relevant federal and state records: ● IRS EIN confirmation or transfer. ● Business license and permit updates. ● State tax and unemployment registrations. ● Bank, payroll, and vendor account adjustments.
5. Final Confirmation & Documentation Delivery You’ll receive: ● Certified copies of approved filings. ● Updated entity formation or registration certificates. ● Summary of next compliance steps for tax, licensing, and annual reporting.
Common Mistakes People Make
● Filing conversion or merger documents before obtaining internal member approval. ● Neglecting to cancel old registrations after redomestication. ● Failing to update EIN or tax records after a structural change. ● Overlooking state-specific requirements (some states require advance publication or attorney certification).
Pre-Filing Checklist:
1. Organizational Documents ● Current Articles of Organization or Incorporation (certified copy from the Secretary of State). ● Operating Agreement or Bylaws (showing ownership and management structure). ● Certificate of Good Standing (from the current home state).
2. Ownership & Internal Approvals ● Member or shareholder resolution authorizing the conversion, redomestication, or merger. ● Board meeting minutes documenting the approval. ● Updated ownership list or capitalization table showing percentages or shares.
3. State & Compliance Filings ● Plan of Conversion / Merger / Redomestication (formal declaration of intent). ● Articles or Certificate of Conversion / Merger (state form, signed and notarized). ● New formation documents for the converted or surviving entity (if required). ● Registered agent authorization form for the new or receiving state.
4. Tax & Identification Information ● Federal EIN confirmation letter (CP 575 or 147C form). ● Recent state annual report or tax clearance certificate. ● Business license numbers and registration IDs (if transferring or updating jurisdictions).
5. Contact & Payment Details ● Legal business name and mailing address (current and new, if relocating). ● Names and addresses of all officers, members, or directors. ● Payment method for state filing fees and service charges.
Additional Notes: ● Some states (e.g., California, New York) require publication notices or legal opinions for cross-state conversions. ● If merging multiple entities, each must provide a Certificate of Good Standing and internal approval documentation. ● Redomestication filings often require certified copies of prior filings to prove historical continuity.
Let Victoria Handle It for You
Skip the paperwork, avoid mistakes, and let us file the changes through Entity Conversion, Redomestication, or Merger. As a corporate compliance specialist, Victoria takes care of filings, compliance, and deadlines - so you can focus on growing your business.
Agency Founder, Victoria Duchovny