Washington Entity Conversion

You can convert a business entity from one form to another by filing Articles of Conversion with the Secretary of State and paying the appropriate fee. Articles of Conversion will allow you to convert a Washington LLC into a Washington corporation, or vice versa.

Washington State passed legislation on June 12, 2014 allowing LLCs and corporations to convert from one entity to another. Previous to the passage of this law, only limited partnerships were allowed to convert.

The new conversion laws also allow foreign entities to convert their domicile (home state) to Washington.

What Entities Can File Articles of Conversion?

The following entities are allowed to file Washington Articles of Conversion:

  • Profit Corporations
  • LLCs
  • Limited Partnerships
  • Limited Liability Partnerships

Sole proprietors are not allowed to file Articles of Conversion.

Before You Convert

Washington State law places certain requirements on entities that file Articles of Conversion. You must fulfill these requirements in order for the conversion to be processed.

  • Your company’s statutes (operating agreement or bylaws) must authorize conversion
  • Conversion is not prohibited by law in your home jurisdiction (out-of-state entities only)
  • A Plan of Conversion is made and approved

Plan of Conversion

Washington State specifies that you must make a Plan of Conversion before filing to convert your Washington LLC or corporation. A Plan of Conversion does not have to be overly complicated, but state law does require that you include certain elements: the name and form of your company both before and after conversion; the terms and conditions of conversion, including the manner and basis for converting ownership interests and obligations; and the organizational documents of your company.

Unanimous Approval

Whether your company is an LLC or a Washington corporation, you must have the unanimous approval of your owners (LLC members or corporate shareholders). The only exception to this rule is if you are filing Articles of Conversion in order to convert your company into a foreign (out-of-state) entity—in other words, you are moving your company out of Washington.

Conversion Cover Sheet

When filing Washington Articles of Conversion, you should accompany the filing with a Conversion Cover Sheet. The Cover Sheet lists the form of your entity currently and the form you are seeking to convert to.

The form also includes:

  • Name of your entity
  • UBI number
  • Name of new entity (if you are changing names)
  • Effective date of conversion
  • Washington registered agent (for foreign entities moving to Washington)
  • Signature of authorized individual