Conversions & Domestications
Conversion: the process by which a business or nonprofit entity that is incorporated, organized, or otherwise formed as one type of entity becomes a different type of entity.
Domestication: the process by which a business or nonprofit entity that is incorporated, organized, or otherwise formed under the laws of one jurisdiction (U.S. state or foreign country), transfers its domicile to another jurisdiction by merger, consolidation or any other lawful method.
All conversions permitted by state law are summarized in the tables below:
| Conversions Authorized |
| Form Title |
Current Structure (from) |
Resulting Structure (to) |
Reference |
| Statement of Conversion (Profit Corporation) |
Domestic Profit Corporation |
Any domestic entity NOT a profit corporation. |
11A V.S.A. § 11.02(a) |
| Any domestic entity NOT a profit corporation |
Domestic Profit Corporation |
11A V.S.A. § 11.02(b) |
| Any foreign entity NOT a profit corporation |
Domestic Profit Corporation |
11A V.S.A. § 11.02(c) |
| Statement of Conversion (LLC) |
Domestic LLC (including PLC & L3C) |
Any domestic entity NOT an LLC |
11 V.S.A. § 4142(a) |
| Domestic LLC (including PLC & L3C) |
Any foreign entity NOT an LLC |
11 V.S.A. § 4142(b) |
| Any domestic entity NOT an LLC |
Domestic LLC (including PLC & L3C) |
11 V.S.A. § 4142(c) |
| Any foreign entity NOT an LLC |
Domestic LLC (including PLC & L3C) |
11 V.S.A. § 4142(d) |
| Statement of Conversion (MBE-1) |
Any domestic or foreign entity |
Domestic or Foreign MBE (including LCAs) |
11C V.S.A. § 1602 |
| Statement of Conversion (MBE-6) |
Domestic or Foreign MBE (including LCAs) |
Any domestic or foreign entity |
| Certificate of Limited Partnership (no conversion form) |
Domestic LLP |
Domestic LP |
11 V.S.A. § 3282 |
| Statement of Qualification (no conversion form) |
Domestic LP |
Domestic LLP |
11 V.S.A. § 3283 |
| Domestications Authorized |
| Form Title |
Current Structure (from) |
Resulting Structure (to) |
Reference |
| Articles of Domestication (Profit Corporation) |
Domestic Profit Corporation |
Foreign Profit Corporation |
11A V.S.A. § 11.13 |
| Foreign Profit Corporation |
Domestic Profit Corporation |
| Articles of Domestication (LLC) |
Domestic LLC (including PLC & L3C) |
Foreign LLC (including PLC & L3C) |
11 V.S.A. § 4152 |
| Foreign LLC (including PLC & L3C) |
Domestic LLC (including PLC & L3C) |
We require that both documents are filed together (i.e. in a single envelope) with the total, combined fee.
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If your desired conversion or domestication is not listed above:
Redomestication to or from Vermont for insurance providers
Vermont law allows for the direct redomestication of insurance providers. Please see our Fees page, 8 V.S.A. § 3437-3440 or the Vermont Department of Financial Regulation for more details.
Domestication to Vermont for all other businesses:
Given that under state law there is no direct means by which to domesticate a foreign business entity to Vermont, except for Corporations, LLCs, and insurance providers (see above), here are two means by which to accomplish a similar outcome:
Option 1
- File the existing entity with the Office of the Secretary of State as a foreign (non-Vermont) Entity.
- File with the Office of the Secretary of State as a new Vermont entity.
- File articles of merger or consolidation for the foreign entity with and into the newly created Vermont domestic entity.
- Coordinate with your former state in order to:
- Fulfill all remaining financial and filing obligations.
- Ensure that the business record with that state are no longer active.
- Ensure that the business record with your former state reflects, as accurately as possible, the disposition of the business as a domestic entity of that state.
Option 2
- End the Business Record with Vermont as a foreign entity (if applicable).
- End the business record with the former state in accordance with their requirements.
- File with the Vermont Secretary of State as a new Vermont entity.
Domestication from Vermont for all other businesses:
Since, under state law, there is no direct means by which to domesticate a business entity from Vermont to another jurisdiction:
- First, coordinate with and meet the requirements of the jurisdiction that the business entity is domesticating to (recommended).
- Then, end the registration with the Vermont Office of the Secretary of State.
- Last, if continuing to conduct business in the state of Vermont, file with the Vermont Secretary of State as a foreign (non-Vermont) entity.
Conversions for all other businesses:
- End the Current Record with Vermont.
- File with the Vermont Secretary of State under the new business type.