Can I Convert a Corporation to an LLC in New York?

Yes. New York permits statutory conversion of a corporation to an LLC under N.Y. Ltd. Liab. Co. Law § 714. File Articles of Conversion with the Department of State after obtaining board and shareholder approval. The LLC automatically assumes all corporate assets and liabilities without dissolution or separate transfers.

The Conversion Process

Your corporation's board of directors must approve the conversion. Shareholders must consent under N.Y. Bus. Corp. Law § 1001 et seq. Follow your bylaws for required voting thresholds and notice procedures.

Prepare Articles of Conversion containing your LLC's name, registered agent, principal office address, and effective date (up to 90 days from filing). File online at https://filing.dos.ny.gov/ or by mail to One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The Department of State charges a filing fee.

The conversion becomes effective upon filing or on your specified delayed effective date. Your corporation ceases to exist, and the LLC automatically acquires all assets, rights, and liabilities.

What Happens to Your Business

The LLC inherits your corporation's contracts, licenses, and permits without requiring separate transfers. However, notify third parties—creditors, customers, vendors, and government agencies—of the structural change. Some permits or licenses may require amendment or reissuance.

File a final corporate tax return with New York and the IRS. Consult your accountant about tax implications, as conversion treatment varies by entity structure.

Key Requirements

Board approval and shareholder consent
Articles of Conversion filed with Department of State
Registered agent and principal office address
Final corporate tax return
Notice to third parties

Next Steps

Review your corporate bylaws and operating documents
Schedule board meeting and shareholder vote
Prepare Articles of Conversion
File online or by mail with the Department of State
File final corporate tax return
Update business registrations and notify stakeholders

Contact the New York Department of State Phone: (518) 473-2492 Website: https://dos.ny.gov/ Address: One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231

This is general information, not legal advice. Consult a business attorney or accountant before converting your corporation.