Before changing your business entity type in Ohio, your business will need to adopt a declaration of conversion. Here’s what you need to know.
Why would I need a declaration of conversion?
In Ohio, a declaration of conversion is required for changing the entity type of your business. For example, you would need to draft a declaration of conversion to convert your corporation into an LLC or vice versa.
For more information about entity conversion, check out: How to Change from a Corporation to an LLC.
What is a declaration of conversion in Ohio?
An Ohio Declaration of Conversion is an internal document stating a business’s plan to convert to a different entity type. Your Declaration of Conversion must be approved by all LLC members/owners (if your business is an LLC) or by all board members (if your business is a corporation). Once your declaration of conversion has been approved, you can file a Certificate of Conversion with the Ohio Secretary of State to officially convert your business into a different entity type.
Ohio law requires converted business entities to keep their declaration of conversion on file and be able to provide a copy of this document to the Ohio Secretary of State’s office upon request.
How do I draft an OH declaration of conversion?
The requirements for a declaration of conversion vary depending on the business entity type and whether the business is domestic (formed in Ohio) or foreign (formed out-of-state). However, here’s what an Ohio Declaration of Conversion generally needs to include:
• The current name of the business
• The current entity type of the business
• The new name of the converted business
• The entity type into which the business is being converted
• The business formation documents (For example, Articles of Incorporation for corporations or Articles of Organization for LLCs)
• The terms that have been agreed on for the conversion, including the way that the company’s shares or interests will be converted
If your business was formed outside the state of Ohio, your declaration of conversion will also need to state that your business consents to receive service of process (lawsuits and other legal summons) from the state. Also, you’ll need to make sure that entity conversion is permitted by your home state or jurisdiction.
How Do I File a Certificate of Conversion in Ohio?
To formally convert your business entity type, you must submit a Certificate of Conversion to the Ohio Secretary of State and pay a $99 filing fee. There are two separate forms, depending on whether or not your business is already registered to do business in Ohio.
If your business is currently registered to do business in Ohio:
• Submit the Certificate of Conversion for Entities Converting Within or Off of the Records of the Ohio Secretary of State.
If your business is NOT registered to do business in Ohio:
• Submit the Certificate of Conversion for Entities Converting Into the Records of the Ohio Secretary of State.
In the Certificate of Conversion, you’ll be asked to give the name and address of the person or business entity that the Secretary of State can contact to request a copy of your declaration of conversion.