September 12, 2023: Certificates and Notifications issued by our office will look slightly different starting in October.

  • ALL certificates and notifications issued by our office can be viewed in the business’s filing history.
  • Verify the authenticity of notifications from our office by reviewing the business’s filing history in our Corporations and Charities Filing System (CCFS).

 

Business Entity Conversions

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THINGS TO KNOW

  • All submissions may be expedited by submitting an additional $50 fee.

  • While the business type’s governing law may allow for a Conversion of entity type; the law governing the entity type attempting to convert to may prohibit it. Review both laws prior to submitting Conversion documents.

  • While the domestic statute may allow for a Conversion/Domestication to another state; the governing law in the new state may prohibit it. Review both laws prior to submitting documents as the business may need to attest that the Conversion/Domestication is allowed in the new jurisdiction.

  • If changing the home jurisdiction from Washington to a different state and not doing business in Washington, the only required document to be submitted is the Conversion or Domestication document.

  • If a Domestic Business Entity is filing a Conversion or Domestication to an out of state “Foreign Business Entity” the UBI number may be maintained in one of the following ways:
    • Submitting with a Foreign Registration Statement with a Certificate of Existence/Good Standing simultaneously with the Articles of Conversion/Domestication; or
    • Filing a Foreign Registration Statement at a later date and notating the UBI number on the application.

When is it NOT a conversion?

  • When a domestic LLC elects to be a domestic PLLC – an amendment is filed;

  • When a domestic Profit Corporation elects to be a domestic Professional Service Corporation – an amendment is filed;

  • When an Employee Cooperative elects to be a Profit Corporation – an amendment is filed;

  • When any Corporation or Association under chapter 24 (24.06, 24.12, 24.20, 24.24, 24.28, 24.34, or 24.36) elects to be a Nonprofit Corporation under RCW 24.03A – an amendment is filed;

  • When any Cooperative business entity (RCW 23.86, RCW 23.100 or RCW 24.06 operating as a cooperative) elects to be an Employee Cooperative – an amendment is filed;

  • When any Cooperative business entity (RCW 23.100, RCW 23.78 or RCW 24.06 operating as a cooperative) elects to be a Cooperative under RCW 23.86 – an amendment is filed;

  • When any Corporation or Association (23B, 23.86) elects to be a Nonprofit Miscellaneous and Mutual Corporation under RCW 24.06 – an amendment is filed;

  • If a Foreign Business Entity filed a conversion in its home jurisdiction changing to another Foreign jurisdiction and/or changing its business entity type, then an Amendment to the Foreign Registration Statement must be filed with our office and reflect the new jurisdiction/business entity type.

GLOSSARY OF TERMS 

  • Conversion (any profit business entity type): to either change the type of business entity or to change the jurisdiction of the business entity.

  • Conversion (nonprofit corporation 24.03A): to change the type of business entity.

  • Domestication (only applies to a nonprofit corporation 24.03A): to change the jurisdiction of the business entity.

  • Domestic (all business entity types): a business entity whose jurisdiction is in Washington State.

  • Foreign (all business entity types): a business entity whose jurisdiction is in any state/country outside of Washington State.

  • Jurisdiction (all business entity types): the home state/country where the business entity is initially/currently formed.
DOMESTIC NON-CHARITABLE NONPROFITS RCW 24.03A.870
Converting from a Domestic Non-Charitable Nonprofit to the following Domestic Business Entity Types

 

Documents required

 

Filing fees required

 

Examples or Form
For-Profit Corporation of For-Profit Professional Service Corporation  RCW 23B Drafted Articles of Conversion (or our office provides a form) and Profit Articles of Conversion $190 ($10 conversion fee + $180 origination fee FORM
Unincorporated Entity (UE) RCW 24.03A.010(72) The submission and fees will be dependent on if the new entity type is registered with the Office of the Secretary of State    

(UE) - Limited Liability Company or Professional Limited Liability Company

RCW 25.15

Drafted Articles of Conversion and Limited Liability Company Certificate of Formation.

$190 ($10 conversion fee + $180 origination fee)

EXAMPLES
With charitable assets

Without charitable assets
(UE) - General Partnership Drafted Articles of Conversion $10 for the conversion. A general partnership is not registered with our office.

EXAMPLES
With charitable assets

Without charitable assets
(UE) - Unincorporated Nonprofit Association

Drafted Articles of Conversion.

$10 for the conversion. An unincorporated nonprofit association is not registered with our office.

EXAMPLES
With charitable assets

Without charitable assets
DOMESTIC PROFIT CORPORATIONS – 23B.09

Converting from a Domestic Profit Corporation to the Following Domestic Business Entity Types

 

Documents Required

 

Filing Fees Required

 

Examples

Limited Liability Company or Professional Limited Liability Company

RCW 25.15

Drafted Articles of Conversion and  Limited Liability Company Certificate of Formation.

$190 ($10 conversion fee + $180 origination fee

EXAMPLE

Nonprofit Corporation or Nonprofit Professional Service Corporation

RCW 24.03A

Drafted Articles of Conversion and Nonprofit Articles of Incorporation.

Either $50 or $90, the fees are dependent on if the business provides a certification of its gross revenue being less than $500,000 in the most recent fiscal year to qualify for the reduced fee.

($10 conversion fee + $40 or $80 origination fee)

EXAMPLE

Limited Partnership or Limited Liability Limited Partnership

RCW 25.10

Drafted Articles of Conversion and Certificate of a Limited Partnership

$190 ($10 conversion fee + $180 origination fee)

EXAMPLE

Limited Liability Partnership

RCW 25.05

Drafted Articles of Conversion and Certificate of a Limited Liability Partnership

$190 ($10 conversion fee + $180 origination fee)

EXAMPLE

 

DOMESTIC LIMITED LIABILITY COMPANY – RCW 25.15.446
Converting from a Domestic Limited Liability Company to the following Domestic Business Entity Types Documents required Filing fees required Examples
Profit Corporation or Profit Professional Service Corporation RCW 23B Drafted Articles of Conversion and Profit Articles of Incorporation

$190 ($10 conversion fee + $180 origination fee)

You may expedite for additional $50		 EXAMPLE

Social Purpose Corporation

RCW 23B.25		 Drafted Articles of Conversion and Articles of Incorporation for a Social Purpose Corporation.

$190 ($10 conversion fee + $180 origination fee)

EXAMPLE

Nonprofit Corporation or Nonprofit Professional Service Corporation

RCW 24.03A

 Drafted Articles of Conversion and Nonprofit Articles of Incorporation.

Either $50 or $90, the fees are dependent on if the business provides a certification of its gross revenue being less than $500,000 in the most recent fiscal year to qualify for the reduced fee.

($10 conversion fee + $40 or $80 origination fee)

EXAMPLE

Limited Partnership or Limited Liability Limited Partnership

RCW 25.10		 Drafted Articles of Conversion and Certificate of a Limited Partnership

$190 ($10 conversion fee + $180 origination fee)

EXAMPLE

Limited Liability Partnership

RCW 25.05		 Drafted Articles of Conversion and Certificate of a Limited Liability Partnership

$190 ($10 conversion fee + $180 origination fee)

EXAMPLE
DOMESTIC LIMITED PARTNERSHIP OR LIMITED LIABILITY LIMITED PARTNERSHIP – RCW 25.10.766
Converting from a Domestic Limited Partnership to the following Domestic Business Entity Types Documents Required Filing fees required Examples

Profit Corporation or Profit Professional Service Corporation

RCW 23B		 Drafted Articles of Conversion and Profit Articles of Incorporation

$190 ($10 conversion fee + $180 origination fee)

You may expedite for additional $50		 EXAMPLE

Social Purpose Corporation

RCW 23B.25		 Drafted Articles of Conversion and Articles of Incorporation for a Social Purpose Corporation

$190 ($10 conversion fee + $180 origination fee)

EXAMPLE

Limited Liability Company or Professional Limited Liability Company

RCW 25.15		 Drafted Articles of Conversion and the Limited Liability Company Certificate of Formation

$190 ($10 conversion fee + $180 origination fee)

EXAMPLE

Nonprofit Corporation or Nonprofit Professional Service Corporation

RCW 24.03A		 Drafted Articles of Conversion and Nonprofit Articles of Incorporation

Either $50 or $90, the fees are dependent on if the business provides a certification of its gross revenue being less than $500,000 in the most recent fiscal year to qualify for the reduced fee.

($10 conversion fee + $40 or $80 origination fee)

EXAMPLE
DOMESTIC COOPERATIVE ASSOCIATION – RCW 23.86.210/420
Converting from a Domestic Cooperative Association to the following Domestic Business Entity Types Documents required Filing fees required Examples

Profit Corporation or Profit Professional Service Corporation

RCW 23B		 Drafted Articles of Conversion and Profit Articles of Incorporation

$190 ($10 conversion fee + $180 origination fee)

You may expedite for additional $50		 EXAMPLE

Social Purpose Corporation

RCW 23B.25		 Drafted Articles of Conversion and Articles of Incorporation for a Social Purpose Corporation $190 ($10 conversion fee + $180 origination fee) EXAMPLE

Limited Cooperative Association

RCW 23.100		 Drafted Statement of Conversion and Articles of Organization for a Limited Cooperative Association $190 ($10 conversion fee + $180 origination fee) EXAMPLE

 

DOMESTIC BUSINESS ENTITY TYPES CONVERTING/DOMESTICATING TO A FOREIGN BUSINESS ENTITY

STILL TRANSACTING BUSINESS IN WASHINGTON STATE

Converting from one of the below Domestic Business Entity Types to a Foreign Business Entity still doing business in WA State Documents Required Filing Fees Required Examples and Forms

Profit Corporation or Profit Professional Service Corporation

RCW 23B

Drafted Articles of Conversion, a Foreign Registration Statement with a certificate of existence/good standing from the new home jurisdiction.

$190 ($10 conversion fee + $180 origination fee)

You may expedite for additional $50		 Example

Limited Liability Company or Professional Limited Liability Company

RCW 25.15		 Drafted Articles of Conversion, a Foreign Registration Statement with a certificate of existence/good standing from the new home jurisdiction. $190 ($10 conversion fee + $180 origination fee) Example

Limited Partnership or Limited Liability Limited Partnership

RCW 25.10		 Drafted Articles of Conversion, a Foreign Registration Statement with a certificate of existence/good standing from the new home jurisdiction. $190 ($10 conversion fee + $180 origination fee) Example

Nonprofit Corporation or Nonprofit Professional Service Corporation

RCW 24.03A		 Drafted Articles of Domestication (or our office provides a form) and a Foreign Registration Statement with a certificate of existence/good standing from the new home jurisdiction. $40 ($10 domestication fee + $30 origination fee) FORM

NO LONGER DOING BUSINESS IN WASHINGTON STATE

Converting from one of the below Domestic
Business Entity Types to a Foreign Business
Entity no longer doing business in WA State		 Documents Required Filing Fees Required Examples and Forms

Profit Corporation or Profit Professional Service Corporation

RCW 23B

Drafted Articles of Conversion

$10 for the conversion

 Example

Limited Liability Company or Professional Limited Liability Company

RCW 25.15		 Drafted Articles of Conversion $10 for the conversion Example

Limited Partnership or Limited Liability Limited Partnership

RCW 25.10		 Drafted Articles of Conversion $10 for the conversion Example

Nonprofit Corporation or Nonprofit Professional Service Corporation

RCW 24.03A

Drafted Articles of Domestication (or our office provides a form)

 $10 for the domestication FORM
FOREIGN BUSINESS ENTITY TYPES CONVERTING/DOMESTICATING TO A DOMESTIC BUSINESS ENTITY
TO: Domestic Business Entity type FROM: Foreign Business Entity type Documents Required Filing fees required Examples or Form

Profit Corporation or Profit Professional Service Corporation

RCW 23B		 All Foreign business entity types Drafted Articles of Conversion and Profit Articles of Incorporation $190 ($10 conversion fee + $180 origination fee) Example

Limited Liability Company or Professional Limited Liability Company

RCW 25.15		 Foreign Limited Liability Company only Drafted Articles of Conversion and Certificate of Formation $190 ($10 conversion fee + $180 origination fee) Example

Limited Liability Company or Professional Limited Liability Company

RCW 25.15		 All Foreign business entity types except Limited Liability Company Drafted Articles of Conversion and Certificate of Formation $190 ($10 conversion fee + $180 origination fee) Example

Limited Partnership or Limited Liability Limited Partnership

RCW 25.10		 Foreign Limited Partnership only Drafted Articles of Conversion and Certificate of a Limited Liability Partnership $190 ($10 conversion fee + $180 origination fee) Example

Limited Partnership or Limited Liability Limited Partnership

RCW 25.10		 All Foreign business entity types except a Limited Partnership Drafted Articles of Conversion and Certificate of a Limited Liability Partnership $190 ($10 conversion fee + $180 origination fee) Example

Nonprofit Corporation or Nonprofit Professional Service Corporation

RCW 24.03A		 Foreign Nonprofit Corporations only Drafted Articles of Domestication (our office provides a form) and Nonprofit Articles of Incorporation

Either $50 or $90, the fees are dependent on if the business provides a certification of its gross revenue being less than $500,000 in the most recent fiscal year to qualify for the reduced fee.

($10 conversion fee + $40 or $80 origination fee)		 FORM

Nonprofit Corporation or Nonprofit Professional Service Corporation

RCW 24.03A		 Foreign For-Profit Corporation only Drafted Articles of Conversion Upon Domestication (our office provides a form) and Nonprofit Articles of Incorporation

Either $50 or $90, the fees are dependent on if the business provides a certification of its gross revenue being less than $500,000 in the most recent fiscal year to qualify for the reduced fee.

($10 conversion fee + $40 or $80 origination fee)		 FORM