Entity Conversion in Washington

On June 12, 2014 legislation allowing business entities to change thier structure became effective. Corporation and Limited Liability Company (LLC) laws now join the Limited Partnership law in Washington in allowing these entities to convert to certain other structures, as well as change thier domicile.

Conversion of LLC into Corporation

LLC-to-Corporation conversions are permitted under Washington law.

Conversion of Corporation into LLC

Corporation-to-LLC conversions are permitted under Washington law.

Process of Conversion

Prior to filing the necessary conversion documents with Washington Secretary of State, the company needs to hold a meeting of members (LLC) or directors and shareholders (corporation) and officially approve the conversion.

Next, conversion documents are filed with Washington Secretary of State, which reviews them, and if everything complies with the laws and requirement, approves them and returns filed copies. In Washington these documents would be Articles of Conversion and Articles of Incorporation (for LLC-to-corporation conversion), or Articles of Organization (for corporation-to-LLC conversion).

After conversion was approved by the state, a few additional steps are necessary to be made in order to complete the process, such as adopting bylaws for resulting corporation (operating agreement for LLC), holding initial meetings, issuing stock certificates etc.

Finally, after the process of conversion is completed it is important to properly adjust company’s tax designation by the IRS, which is done by filing appropriate IRS form (Form 8832 or Form 2553, depending on situation). NOTE: It is important to discuss tax implications of conversion with your tax advisor prior to initiating the conversion.