To convert an LLC to a corporation in Florida, most owners use a statutory conversion: the members approve a plan of conversion, and you file Articles of Conversion with the Articles of Incorporation at the Florida Division of Corporations. The business keeps its assets, contracts and history and simply continues as a corporation. State fees run about $157.50 to $262.50, and a straightforward conversion takes three to six weeks from start to finish.
Why convert an LLC to a corporation?
Usually it’s about investors. Venture capitalists and angel investors strongly prefer C corporations. A corporation can issue several classes of stock, such as preferred shares for investors and common stock for founders, and investors know how corporate governance works. If you’re heading toward an IPO, you’ll want the corporate form for the same reasons.
Equity compensation is the second big reason. Stock option plans are simpler to set up and explain in a corporation, which matters if you’re hiring in a competitive field like tech.
Tax is the third. Since the Tax Cuts and Jobs Act of 2017, C corporations pay a flat 21% federal rate, which can suit a fast-growing business that plans to reinvest its profits. Some owners convert and then elect S corporation status for the potential self-employment tax savings while keeping pass-through taxation.
Some owners also like the more formal structure of a board and officers, or find that partners and vendors take a corporation more seriously.
If none of these apply, think twice. An LLC can already be taxed as an S corporation without converting, and that’s often the simpler way to get the tax benefit.
Statutory conversion or form-and-dissolve?
Florida gives you two routes.
| Factor | Statutory conversion | Form a new corporation and dissolve the LLC |
|---|---|---|
| How it works | One filing turns the LLC into a corporation | Form a corporation, move everything over, then dissolve the LLC |
| Assets and contracts | Transfer automatically | Must be transferred one by one |
| Liabilities | All carry over | Some can be left behind |
| Licenses and permits | Business continuity is maintained | Must be transferred or reapplied for |
| Transfer taxes or recording fees | Generally avoided | May apply |
| Contracts with anti-assignment clauses | Less of an issue | Can be a problem |
| Typical time | 3-6 weeks | 8-14 weeks |
| Cost | Lower | Higher |
The form-and-dissolve route gives you a clean slate. You can restructure, renegotiate contracts and leave some obligations behind. But it costs more, takes longer, and every asset has to be retitled.
We’d use statutory conversion unless you have a specific reason to restructure debts or obligations. That’s what most Florida businesses do.
How do you convert an LLC to a corporation in Florida?
These are the steps for a statutory conversion.
- Check your operating agreement. Look for anything about conversions, structural changes or required votes. Many agreements require unanimous or supermajority consent.
- Get member approval. Hold a members’ meeting and record the vote in minutes: the date and place, who attended and their ownership percentages, the proposal, the vote, and who’s authorized to complete the conversion. Florida law requires approval by members holding at least a majority of the membership interests, unless the operating agreement sets a higher bar.
- Write the plan of conversion. It names the LLC and the new corporation, sets the terms, explains how membership interests become shares, and lays out the corporate structure: officers, directors and share classes.
- Draft the Articles of Incorporation. Include the corporate name (with “Corporation,” “Incorporated,” “Company” or an abbreviation), the principal office address, the registered agent’s name and address, the number of authorized shares, and the initial directors or incorporators. Check the name on Sunbiz first.
- File the Articles of Conversion with the Articles of Incorporation. File online through Sunbiz or by mail to Florida Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314. The Articles of Conversion state the LLC’s name, the corporation’s name, that the conversion was approved as the law requires, and the effective date, which can be immediate or up to 90 days later.
- Confirm your EIN. In most statutory conversions the existing EIN stays valid, but check with your tax advisor before you assume so.
- Adopt bylaws and hold the organizational meeting. The board adopts bylaws (covering shareholder meetings, the board, officers, stock transfer restrictions and amendments), elects officers, approves stock issuance, authorizes bank accounts, and approves taking on the LLC’s contracts and obligations. Record it all in minutes.
- Issue stock. Issue certificates to the shareholders and start a stock ledger that records every issuance and transfer.
- Update everyone. Banks, insurers, vendors, customers, your website and marketing materials, and every licensing agency. Banks usually want a corporate resolution and new signature cards.
- File annual reports. Your corporation files its first annual report between January 1 and May 1 of the year after the conversion, and every year after that.
The step most likely to cause trouble later is the first one. A conversion that skipped a vote the operating agreement required can be challenged by a member who didn’t agree.
What does it cost?
| Item | Cost |
|---|---|
| Articles of Conversion | $87.50 online, plus $52.50 if filed by mail |
| Articles of Incorporation | $70 standard, $122.50 expedited |
| Certified copies (optional) | $8.75 per copy plus $52.50 for certification |
| Total state fees | $157.50 to $262.50 |
| Attorney | $1,500 to $5,000, depending on complexity |
| Accounting and tax advice | $500 to $2,500 |
| Document preparation service (instead of an attorney) | $300 to $1,000 |
| Stock certificates and corporate seal | $50 to $200 |
| Registered agent service | $50 to $300 a year |
| New licenses, permits and insurance updates | Varies |
A straightforward statutory conversion typically costs $2,500 to $8,000 in total. With several members, significant assets or a complicated ownership structure, legal and professional fees can pass $10,000.
The state fees are the smallest part of the bill. The money goes to getting the tax treatment and the member approvals right.
How long does it take?
Statutory conversion: about 3-6 weeks. Allow 1-2 weeks to review agreements, draft documents and get approvals. State processing takes 3-5 business days online or 2-3 weeks by mail. Then 1-2 weeks for the organizational meeting and updating accounts.
Form and dissolve: about 8-14 weeks. Preparation takes 2-4 weeks, forming the corporation 3-5 business days online (2-3 weeks by mail), moving assets 2-4 weeks, dissolving the LLC 3-5 business days online (2-3 weeks by mail), and the follow-up work another 2-4 weeks.
Expedited state processing is available for an extra fee if you’re up against a deadline.
What are the tax consequences?
Talk to a CPA before you file anything. This is where conversions go wrong.
Federal treatment. A conversion to a C corporation is generally tax-free under IRC Section 351 if it’s structured properly: the owners transfer the LLC’s assets for stock and together hold at least 80% control of the corporation right after. That applies to single-member and multi-member LLCs alike.
It can still trigger tax. Appreciated assets may be taxed as capital gains if the Section 351 requirements aren’t met. Liabilities that exceed your basis can create taxable income. And assets like inventory or receivables may need special treatment.
Florida. Florida has no personal income tax, which makes planning simpler. Consider Florida’s corporate income tax (most small businesses fall under its exemption), sales and use tax, and documentary stamp taxes if real property is transferred.
After the conversion, your taxes look different:
| Item | C corporation | S corporation |
|---|---|---|
| How profit is taxed | 21% at the corporate level, then again as dividends to shareholders | Passes through to shareholders |
| Federal return | Form 1120 | Form 1120-S |
| Main advantages | Can retain earnings, more flexibility with fringe benefits | Potential self-employment tax savings |
| Main limits | Double taxation | Limits on number and type of shareholders |
If you want S corporation treatment, file Form 2553 within 75 days of incorporation, or by March 15 for a current-year election. Miss it and you may have to wait until the next tax year, which can cost thousands.
Mistakes to avoid
Skipping the proper approval. Follow the operating agreement’s procedures and get signed written consent or detailed minutes. A conversion without proper approval can be invalidated and lead to member disputes.
Converting before talking to a tax professional. The tax consequences can change your timing and structure. Budget for advice from the start.
Choosing the wrong corporation type. A C corporation isn’t right for every business. If you want to keep pass-through taxation, look at S corporation status.
Assuming licenses carry over. Many industry licenses and permits need a new application or a notice for the corporate entity. Contact the agencies early.
Ignoring contracts. Review material contracts for anti-assignment clauses, and let customers, vendors and landlords know about the change.
Dropping assets (form-and-dissolve only). Make a full inventory and transfer checklist, or something valuable ends up stranded in a dissolved LLC.
Letting formalities slide. Corporations need minutes, resolutions, stock records and annual filings. Neglecting them weakens your liability protection.
Frequently asked questions
Will I need a new EIN?
In most statutory conversions the existing EIN stays valid, because the entity changes form rather than dissolving. With the form-and-dissolve method, the new corporation needs its own EIN. Confirm with your tax advisor.
What happens to existing contracts?
In a statutory conversion, contracts carry over to the corporation without counterparty consent, subject to any anti-assignment provisions. With form-and-dissolve, you may need to assign each contract and get consent.
Can I become an S corporation instead of a C corporation?
Yes. Convert first, then file Form 2553. You need no more than 100 shareholders, only individual shareholders (with limited exceptions), one class of stock, and shareholders who are U.S. citizens or residents.
What happens to my operating agreement?
Bylaws replace it. You can carry many of its provisions over, but bylaws are structured differently.
Does conversion affect my business credit?
A statutory conversion usually keeps your credit history, because the business continues under the same EIN. With form-and-dissolve, you’re starting a new entity and may have to rebuild credit. Ask your creditors and the credit bureaus how they’ll treat it.
Can I change ownership percentages during the conversion?
Yes. The plan of conversion sets how membership interests convert to shares, so you can adjust percentages, issue different classes of stock or restructure equity as part of it.
Can I convert my Florida LLC into a corporation in another state?
Yes, if the other state allows it. You’ll file in both states, so use attorneys licensed in each.
Can I convert back to an LLC later?
Yes, Florida allows it through a similar process. But repeated conversions create tax complications, so settle on the structure you need before you start.
Do I need a lawyer?
It isn’t legally required. A single-member LLC with no employees and simple assets can manage it with careful research. For anything more, we’d hire a business attorney. The fees are small next to the cost of a botched approval or an unexpected tax bill.
Before you file
Start with two conversations: one with your co-owners about the vote your operating agreement requires, and one with a CPA about the Section 351 treatment and whether you’ll end up a C or S corporation. Once both are settled, the filing is the easy part. If you’ll want S corporation status, mark the Form 2553 deadline on the day you file so the 75 days don’t slip by.