Converting an LLC to a Corporation in Georgia

It’s common for LLCs to grow and change—and eventually, perhaps, make more sense as a corporation. Here’s how to go from LLC to corporation in Georgia:

Can I change my Georgia LLC to a corporation?

Yes. There are a couple ways you can turn your Georgia LLC into a Georgia corporation:

• Dissolution/Formation – This is the most straight forward option, requiring you to fully Dissolve your Georgia LLC and form a new Georgia Corporation. Dissolution costs $5 for online filings, $10 for paper filings (mail or in person). Forming a new Georgia corporation costs $105 for online filings, $110 for paper filings (mail or in person).

• Statutory conversion – With statutory conversion, you can convert your domestic LLC into a Georgia corporation without dissolving your company, but instead by filing the required paperwork ($100 online or $105 for paper filings).

While either method would work, conversion is generally easier because it allows companies to avoid “winding up” their business (i.e. selling assets and paying debts) as part of the dissolution process. That said, every business is different and will have different needs. It’s a good idea to check in with a business attorney when considering how to switch-over your business type in Georgia.

How do I convert my Georgia LLC to a corporation?

To convert your LLC to a corporation in Georgia, you’ll first have to have to hold a meeting with all LLC members—or a majority, as determined by your operating agreement—and vote to approve the conversion. Provided all members vote in favor of converting your LLC to a corporation, you’ll then submit the required paperwork to the Georgia Corporations Division. This includes:

• Certificate of Conversion – Your Certificate of Conversion should include information about your LLC and corporation, as well as a statement of approval from your company’s board. (See more details below.)

• Articles of Incorporation – The required Articles of Incorporation is the standard form any corporation would file with the Georgia Corporations Division when registering with the state.

• Transmittal Information Form – A Transmittal Information Form is like a cover letter, and must be included with paper filings. It also includes a statement about Georgia’s publication requirement. (More details below.)

What is a Georgia Certificate of Conversion?

Georgia does not provide an official form for converting an LLC to a corporation, which means you’ll have to draft your own. According to O.C.G.A. § 14-2-1109.2, a Certificate of Conversion should include:

• LLC name and jurisdiction
• The declaration that your LLC elects to become a corporation
• Date and time of conversion (if later than the filing date)
• A statement that the conversion has been approved by LLC members
• Corporation name (as set forth by the attached Articles of Incorporation)
• The manner and basis for converting LLC ownership interests into corporate shares

Legal documents can be tricky to draft if you aren’t familiar with state statutes. It might be a good idea to consult with a business attorney before tackling a Certificate of Conversion on your own.

Do I have to publish a Notice of Incorporation?

Yes. When you submit Georgia’s Transmittal Information Form, you also certify you will publish a Notice of Incorporation (or a Notice of Intent to Incorporate) with a newspaper in the county where your new corporation is located.

For more information, see Northwest’s page: How to Publish Your Notice of Incorporation in Georgia.

Can I convert my Georgia LLC to an S-corp?

Yes. To convert your Georgia LLC to an S-corp, you’ll first have to convert your entity at the state level from a LLC to a corporation. After becoming a corporation, you can then elect S-corp status by filing Form 2553 with the IRS (provided your company meets the requirements).

For more on S-corps, check out Northwest’s page: S-Corp vs LLC.