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Business Entity Conversions

THINGS TO KNOW

  • All submissions may be expedited by submitting an additional $100 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 For-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.
     
  • Origination Form (all business entity types): a common term for the document used to register a business entity. Different terms are Incorporation, Formation, or Certificate.

  • 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 Required Documents Required Filing fees Examples/Forms

For-Profit Corporation

RCW 23B

Drafted Articles of Conversion (or our office provides a form) and Profit Articles of Incorporation $190 ($10 conversion fee + $180 origination fee

Conversion

 Origination Form

For-Profit Professional Service Corporation

RCW 23B
Drafted Articles of Conversion (or our office provides a form) and Professional Service Corporation Articles of Incorporation $190 ($10 conversion fee + $180 origination fee

Conversion

Origination Form

Unincorporated Entity (UE)

RCW 24.03A.010(72)
The below submission and fees will be dependent on if the new business entity type is registered with the Office of the Secretary of State

(UE) - 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 with charitable assets

Example without charitable assets

Origination Form

UE) - Professional Limited Liability Company

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

Example with charitable assets

Example without charitable assets

Origination Form

(UE) - General Partnership Drafted Articles of Conversion

$10 for the conversion.

Once Conversion is filed, contact the Department of Revenue as they record General Partnerships.

Example with charitable assets

Example without charitable assets

(UE) - Unincorporated Nonprofit Association Drafted Articles of Conversion

$10 for the conversion.

Once Conversion is filed, contact the Department of Revenue as they record unincorporated nonprofit associations.

Example with charitable assets

Example without charitable assets


 
DOMESTIC FOR-PROFIT CORPORATIONS – 23B.09

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

 

Required Documents

 

Required Filing fees

 

Examples/Forms

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

Origination Form

Professional Limited Liability Company

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

Example

Origination Form

Nonprofit 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 voluntary 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

Origination Form

Nonprofit Professional Service Corporation

RCW 24.03A
Drafted Articles of Conversion and Nonprofit Professional Service Corporation Articles of Incorporation

Either $50 or $90, the fees are dependent on if the business provides a voluntary 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

Origination Form

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

Origination Form

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

Origination Form

 

DOMESTIC LIMITED LIABILITY COMPANY – RCW 25.15.446
Converting from a Domestic Limited Liability Company to the following Domestic Business Entity Types Required Documents Required Filing fees Examples/Forms

For-Profit Corporation

RCW 23B

Drafted Articles of Conversion and Profit Articles of Incorporation

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

Example

Origination Form

For-Profit Professional Service Corporation

RCW 23B

Drafted Articles of Conversion and Profit Professional Service Corporation Articles of Incorporation $190 ($10 conversion fee + $180 origination fee)

Example

Origination Form

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

Origination Form

Nonprofit 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 voluntary 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

Origination Form

Nonprofit Professional Service Corporation

RCW 24.03A

Drafted Articles of Conversion and Nonprofit Professional Service Corporation Articles of Incorporation

Either $50 or $90, the fees are dependent on if the business provides a voluntary 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

Origination Form

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

Origination Form

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

Origination Form

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 Required Documents Required Filing fees Examples/Forms

For-Profit Corporation

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

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

Example

Origination Form

For-Profit Professional Service Corporation

RCW 23B
Drafted Articles of Conversion and Profit Professional Service Corporation Articles of Incorporation $190 ($10 conversion fee + $180 origination fee)

Example

Origination Form

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

Origination Form

Limited Liability Company

R
CW 25.15

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

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

Example

Origination Form

Professional Limited Liability Company

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

Example

Origination Form

Nonprofit 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 voluntary 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

Origination Form

Nonprofit Professional Service Corporation

RCW 24.03A
Drafted Articles of Conversion and Nonprofit Professional Service Corporation Articles of Incorporation

Either $50 or $90, the fees are dependent on if the business provides a voluntary 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

Origination Form

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

For-Profit Corporation

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

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

Example

Origination Form

For-Profit Professional Service Corporation

RCW 23B
Drafted Articles of Conversion and Profit Professional Service Corporation Articles of Incorporation $190 ($10 conversion fee + $180 origination fee)

Example

Origination Form

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

Origination Form

Limited Cooperative Association

RCW 23.100
Drafted Statement of Conversion and Articles of Organization for a Limited Cooperative Association (reference RCW 23.100.0201) $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 Required Documents Required Filing fees Examples/Forms

For-Profit 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)

Example

Origination Form

For-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)

Example

Origination Form

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

Origination Form

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

Origination Form

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

Origination Form

Nonprofit 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)

Example

Origination Form

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)

Example

Origination 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
Required Documents Required Filing fees Examples/Forms

For-Profit Corporation or For-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 Domestication Form
FOREIGN BUSINESS ENTITY TYPES CONVERTING/DOMESTICATING TO A DOMESTIC BUSINESS ENTITY
TO: Domestic Business Entity type FROM: Foreign Business Entity type Required Documents Required Filing fees Examples/Forms

For-Profit 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

Origination Form

For-Profit Professional Service Corporation

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

Example

Origination Form

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

Origination Form

Professional Limited Liability Company

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

Example

Origination Form

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

Origination Form

Professional Limited Liability Company

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

Example

Origination Form

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

Origination Form

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

Origination Form

Nonprofit 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 voluntary 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)

Domestication Form

Origination Form

Nonprofit Professional Service Corporation

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

Either $50 or $90, the fees are dependent on if the business provides a voluntary 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)

Domestication Form

Origination Form

Nonprofit 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 voluntary 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)

Domestication Form

Origination Form

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  Professional Service Corporation Articles of Incorporation

Either $50 or $90, the fees are dependent on if the business provides a voluntary 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)

Domestication Form

Origination Form