Can I Convert a Corporation to an LLC in Florida?
Yes. Florida Statutes § 605.0801 permits direct conversion of a corporation to an LLC. Your corporation must obtain shareholder approval, file Articles of Conversion with the Florida Division of Corporations ($138.75 fee), and your LLC automatically assumes all corporate assets, liabilities, and obligations without separate dissolution.
The Conversion Process
Shareholder Approval Your board of directors must recommend conversion, and shareholders must approve it by the vote required under your bylaws and Florida corporate law (typically a majority). Document this approval in board and shareholder resolutions.
File Articles of Conversion Submit Articles of Conversion to the Florida Division of Corporations at https://dos.fl.gov/sunbiz/. The document must include:
- Your corporation's name
- The LLC's name
- The conversion effective date
- A statement that conversion was duly authorized
The filing fee is $138.75. File online or mail to P.O. Box 6327, Tallahassee, FL 32314.
Automatic Asset Transfer Upon filing, your corporation ceases to exist and becomes an LLC. All assets, liabilities, contracts, and obligations transfer automatically—no separate deed or assignment is required. Your LLC succeeds to all corporate rights and duties.
After Conversion
Annual Reporting Your new LLC must file an Annual Report between January 1 and May 1 each year ($138.75 fee). The first report is due in the year following conversion. Missing the May 1 deadline triggers a $400 late fee and potential administrative dissolution under Fla. Stat. § 605.0150.
Operating Agreement Adopt an LLC operating agreement governing member rights, management structure, and profit distribution. Unlike corporate bylaws, this document is not filed with the state but should be retained for your records.
Tax Compliance File a final corporate tax return with the IRS and Florida Department of Revenue. Obtain a new federal Employer Identification Number (EIN) for the LLC if needed, or request an EIN change with the IRS.
Contact Information
Florida Division of Corporations
- Website: https://dos.fl.gov/sunbiz/
- Phone: (850) 245-6052
- Mailing Address: P.O. Box 6327, Tallahassee, FL 32314
Consult a Florida business attorney to ensure compliance with your corporate bylaws, shareholder requirements, and contract assignment obligations.
This is general information, not legal advice.