Can I Convert a Corporation to an LLC in Delaware?

Yes. Delaware permits statutory conversion of a corporation to an LLC under 6 Del. C. § 18-216. File a Certificate of Conversion with the Delaware Division of Corporations. The LLC assumes all assets, liabilities, and contracts of the corporation without separate dissolution. The conversion is effective upon filing or on a delayed effective date you specify.

Conversion Process

Step 1: Obtain Approval Your board of directors must approve the conversion. Shareholder approval may be required under your bylaws or the Delaware General Corporation Law (8 Del. C. § 251).

Step 2: Prepare Certificate of Conversion The Certificate must include:

The corporation's current name
The LLC's new name
Effective date (or state "upon filing")
Authorized officer signature

Step 3: File with Delaware Division of Corporations File online at https://icis.corp.delaware.gov/eCorp/ or mail to 401 Federal Street, Suite 4, Dover, DE 19901. Contact the Division at (302) 739-3073 for current filing fees.

Step 4: Tax Clearance Before filing, ensure the corporation has paid all outstanding annual taxes. Delaware requires annual tax payments of $300 due June 1 each year (6 Del. C. § 18-1108). Unpaid taxes will block the conversion filing.

Post-Conversion Obligations

After conversion, your LLC must:

Pay the annual tax of $300 by June 1 each year
File an Annual Report (if required)
Maintain a registered agent and registered office in Delaware

Failure to pay annual taxes results in a $200 penalty plus 1.5% monthly interest. If taxes remain unpaid for three years, the LLC's Certificate of Formation is automatically canceled (6 Del. C. § 18-1108).

Important Considerations

The conversion preserves legal continuity—the LLC is treated as a continuation of the corporation. All contracts, licenses, and permits transfer automatically. However, notify creditors, customers, and business partners of the conversion. Review contracts for restrictions on assignment or change-of-control provisions that may be triggered.

Consult a Delaware business attorney regarding tax implications and to ensure compliance with your corporation's governing documents.

Next Steps

Obtain board and shareholder approval
Prepare the Certificate of Conversion
Verify no outstanding corporate taxes
File online or by mail with the Delaware Division of Corporations
Update your operating agreement and notify stakeholders

Contact: Delaware Division of Corporations at (302) 739-3073 or https://corp.delaware.gov/

This is general information, not legal advice.