Businesses outgrow their original structure, and statutory conversion permits a change of form or of state.
Statutory conversion. A single filing converting the entity from one type or state to another, with the entity treated as continuing without interruption. Contracts, licences and property remain with the entity, which avoids assignment and consent problems.
Merger as an alternative where conversion is unavailable, forming a new entity and merging the old into it — with the same continuity in most states but more paperwork.
Approvals. As the governing documents and statute require, commonly a majority or supermajority of owners, with dissenters’ rights in some statutes.
Tax consequences. The critical analysis. Converting a partnership or limited liability company to a corporation is frequently tax-free; converting a corporation with appreciated assets to a pass-through entity is generally a taxable liquidation. That asymmetry drives the timing of these decisions.
Third-party consents. Even with statutory continuity, contracts may define conversion as an assignment or a change of control. Review the material agreements before filing.
Licences and registrations that may require notification or reissuance.
Practical sequence. Model the tax first, review the material contracts second, and file third.