Conversions & Redomestications

Conversions | Redomestications

Conversion: the 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 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.

Conversions and Domestications

Vermont law only provides for a limited number of possibilities for business entities to directly. The only conversions available are as follows:

Form Title

Current Structure (from)

Resulting Structure

(to)

Reference

 

Statement of Conversion (LLC)

 

 

Domestic Partnership (including LLP)

 or

Domestic Limited Partnership (LP)

Domestic Limited Liability Company (LLC, PLC, L3C)

 

11 V.S.A. § 4142

 

Domestic Limited Liability Company (LLC, PLC, or L3C)

Any domestic or foreign business entity other than a Limited Liability Company (LLC, PLC, L3C)

Foreign Limited Liability Company (LLC, PLC, or L3C)

Any domestic or foreign business entity other than a Limited Liability Company (LLC, PLC, L3C)

Articles of Domestication (LLC)

 

Domestic Limited Liability Company (LLC, PLC, or L3C)

Foreign Limited Liability Company (LLC, PLC, or L3C)

11 V.S.A. § 4152

Foreign Limited Liability Company (LLC, PLC, or L3C)

Domestic Limited Liability Company (LLC, PLC, or L3C)

Statement of Conversion

(MBE-1)

Any Domestic Business Entity Type

Domestic or Foreign Mutual Benefit Enterprise (MBE)

 

11C V.S.A. § 1602

 

 

Any Foreign Business Entity Type

Domestic or Foreign Mutual Benefit Enterprise (MBE)

Statement of Conversion

(MBE-6)

Domestic Mutual Benefit Enterprise (MBE)

Any Domestic or Foreign Business Entity Type

Foreign Mutual Benefit Enterprise (MBE or LCA)

Any Domestic or Foreign Business Entity Type

We require that both documents are filed together (i.e. in a single envelope) with the total, combined fee.

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 & Filings” page, 8 V.S.A. § 3437-3440 or the Vermont Department of Financial Regulation for more details.

Domestication to Vermont for all other businesses:

Since under state law there is no direct means by which to redomesticate a foreign business entity to Vermont, except for LLCs — see "Domestications" above, here are two means by which to accomplish the same outcome:

Redomestication from Vermont for all other businesses:

Since under state law there is no direct means by which to redomesticate a business entity from Vermont to another jurisdiction:

  1. First, coordinate with and meet the requirements of the jurisdiction that the business entity is redomesticating to (recommended).
  2. Then, end the registration with the Vermont Office of the Secretary of State. 
  3. Last, if continuing to conduct business in the state of Vermont,  register with the Vermont Secretary of State as a foreign (non-Vermont) entity.

Conversions for all other businesses:

  1. End the Current Registration with Vermont.
  2. Register with the Vermont Secretary of State under the new business type.

 

This page was last updated: 2016-07-12