A Minnesota LLC decides to become a corporation, or to move to Delaware. The instinct is to treat it as a two-step: wind up the old entity, form the new one, move the assets across.
That instinct converts a filing into a transaction — and a transaction has counterparties. Every lease with an anti-assignment clause, every license that does not travel, every pending lawsuit captioned in the old entity’s name, every contract with a change-of-control provision, and every creditor who now has a successor-liability argument becomes a thing to negotiate.
Chapter 322C supplies the alternative, and the operative word appears in Minn. Stat. § 322C.1010, subd. 2(1): on a conversion, “all property owned by the converting organization remains vested in the converted organization.”
Remains. Not transfers, not vests, not passes. Nothing moves, because under subdivision 1 nothing has changed hands:
An organization that has been converted pursuant to sections 322C.1007 to 322C.1009 is for all purposes the same entity that existed before the conversion.
That sentence is the reason the statutory route exists, and it is why doing it informally is not a shortcut. It is a different transaction with worse consequences.
What is actually in chapter 322C’s merger article?
Sections 322C.1001 through 322C.1016, grouped in the chapter under the heading “MERGER, CONVERSION, AND DOMESTICATION.” Three distinct transactions plus two special provisions:
| Transaction | Sections | What it does |
|---|---|---|
| Merger (and share/interest exchange) | §§ 322C.1002–322C.1006 | Two or more organizations combine; each one that merges into the survivor “ceases to exist as a separate entity” (§ 322C.1005, subd. 1(2)). An exchange instead acquires all ownership interests of a class without ending anyone |
| Conversion | §§ 322C.1007–322C.1010 | One organization changes its form — LLC to corporation, LP to LLC — remaining the same entity |
| Domestication | §§ 322C.1011–322C.1014 | An LLC changes its jurisdiction while remaining an LLC — Minnesota to elsewhere, or elsewhere to Minnesota |
| Restrictions on approval | § 322C.1015 | Protects a member who will have personal liability in the resulting organization |
| Short-form parent/subsidiary merger | § 322C.1016 | A parent may merge a wholly owned subsidiary into itself by resolution, without the full approval machinery |
Each of the three main transactions has the same four-part architecture: a statutory eligibility test, a plan in a record with mandated contents, a member-approval requirement, and articles filed with the Secretary of State.
Moving a Minnesota LLC to another state is a domestication, not a conversion
And chapter 322C affirmatively forecloses doing it as a conversion. Minn. Stat. § 322C.1007, subd. 1:
Pursuant to this section, sections 322C.1008 to 322C.1010, and a plan of conversion, an organization other than a limited liability company, a foreign limited liability company, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose, may convert to a limited liability company other than a nonprofit limited liability company, and a limited liability company other than a nonprofit limited liability company may convert to an organization other than a foreign limited liability company, or a corporation governed by chapter 304A …
Parse the second half. A Minnesota LLC may convert into another form — but not into a foreign limited liability company, and not into a public benefit corporation under chapter 304A. The first exclusion is the one that matters in practice: a Minnesota LLC that wants to be a Delaware LLC is not converting, because the destination is a foreign limited liability company.
Section 322C.1011, subd. 2 is the route:
A limited liability company may become a foreign limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if:
(1) the foreign limited liability company’s governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise …
Note that clause. Minnesota does not care what the destination state calls it — many states label the same transaction a “conversion.” What Minnesota cares about is that the destination’s statute authorizes it, that it is not prohibited where that statute was enacted, and that the company complies with it.
And there is a step at the end that gets skipped, with lasting consequences. Minn. Stat. § 322C.1014, subd. 3 requires that when a Minnesota LLC domesticates into a foreign jurisdiction, “a statement surrendering the company’s articles of organization must be filed with the secretary of state,” setting forth the company’s name, a statement that the articles are being surrendered in connection with the domestication, a statement that the domestication was approved as required by the chapter, and the jurisdiction of formation of the domesticated foreign LLC.
Miss that filing and a Minnesota limited liability company remains on the register — still subject to annual renewal, still capable of administrative termination, and still a defendant somebody can name.
What is the approval requirement, and can the operating agreement change it?
The default is unanimity for all three transactions. Yes, the operating agreement can lower it — and the statute tells you so in an unusual place.
The three approval provisions are near-identical. A plan of merger or exchange “must be consented to by all the members of a constituent limited liability company” (§ 322C.1003, subd. 1); a plan of conversion by “all the members of a converting limited liability company” (§ 322C.1008, subd. 1); a plan of domestication “by all the members, subject to section 322C.1015, if the domesticating company is a limited liability company” (§ 322C.1012, subd. 1(1)). The first two also open “[s]ubject to section 322C.1015.”
Each is a default, not a floor. Chapter 322C does not say so in these sections. It says so in § 322C.1015, subd. 1, which carves out an exception that only makes sense if a lower threshold is permitted in the first place:
If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:
(1) the company’s operating agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the members; and
(2) the member has consented to the provision of the operating agreement.
So the architecture is: unanimity unless the agreement says otherwise; and even then, a member who is about to acquire personal liability must have consented specifically to the lower threshold.
And then subdivision 2 closes the obvious loophole:
A member does not give the consent required by subdivision 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
You cannot bootstrap. Agreeing to majority amendment of the operating agreement is not agreeing that a majority may amend you into a general partnership interest. And that protection is itself non-waivable: § 322C.0110, subd. 3(10) forbids an operating agreement from restricting “the right to approve a merger, conversion, or domestication under section 322C.1015 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization.”
The drafting instruction is short. If your Minnesota LLC may ever merge, convert, or redomesticate, set the approval threshold deliberately. If you do not, every member holds a veto — often the right answer, and almost never the answer anyone chose.
What continuity actually preserves — and what dissolving and re-forming destroys
Minn. Stat. § 322C.1010, subd. 2, on conversion:
(1) all property owned by the converting organization remains vested in the converted organization;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of sections 322C.0701 to 322C.0707.
Section 322C.1014, subd. 1 says materially the same for a domestication, opening with “the domesticated company is for all purposes the company that existed before the domestication.” Section 322C.1005, subd. 1 states the merger version in transfer language rather than continuity language — property “vests in” the survivor, liabilities “continue as” the survivor’s — because in a merger an entity really does cease to exist.
| Statutory conversion or domestication | Dissolve and re-form | |
|---|---|---|
| Real property title | Remains vested. No deed | New deed from old entity to new. Recording, transfer tax analysis, title review |
| Contracts with anti-assignment clauses | Nothing is assigned; the counterparty’s consent right is not triggered by an assignment that did not occur | An assignment. Consent required, or breach |
| Pending litigation | “[M]ay be continued as if the conversion had not occurred” — § 322C.1010, subd. 2(3) | Substitution, amendment, or refiling. A limitations problem if anything has run |
| Licenses and permits | Rights, privileges, immunities, and powers remain vested — but only “except as prohibited by law other than this chapter” | Reapplication under the issuing agency’s rules |
| Liabilities | Continue, unchanged. No successor-liability question because there is no successor | The creditor’s successor-liability theory is now the whole case |
| Winding-up procedure | Not a dissolution for §§ 322C.0701–322C.0707 purposes | A real dissolution, with the claims procedure that follows |
| Members’ interests | Converted per the plan, § 322C.1007, subd. 2(3) | Redeemed and reissued — a taxable and documented event |
The “except as prohibited by law other than this chapter” carve-out in subd. 2(4) is where the table oversimplifies: chapter 322C cannot make a license portable if the law creating the license says it is not. Liquor, professional, contractor, and health-care facility licenses are each governed by their own statutes. Confirm portability with the issuing authority before the plan is signed. And on the last row, one honest limitation — the federal and Minnesota tax treatment of these transactions is a separate analysis this article does not address, and continuity of entity does not decide it.
The winding-up route a statutory transaction lets you avoid is covered in Dissolving a Minnesota Company Does Not End Its Liabilities; how deal structure changes liability exposure when a business is bought rather than restructured is in Asset Purchase vs. Stock/Equity Purchase.
The trap nobody reads: a conversion dissociates every member
Minn. Stat. § 322C.0602 lists the events causing dissociation. Three of them concern this article, and they are not drafted alike:
(11) the company participates in a merger under sections 322C.1001 to 322C.1015, if: (i) the company is not the surviving entity; or (ii) otherwise as a result of the merger, the person ceases to be a member;
(12) the company participates in a conversion under sections 322C.1001 to 322C.1015;
(13) the company participates in a domestication under sections 322C.1001 to 322C.1015, if, as a result of the domestication, the person ceases to be a member …
Clauses (11) and (13) are conditional. Clause (12) is not. On the face of the statute, participating in a conversion dissociates every member of the converting LLC, without regard to whether that member continues to own the converted organization.
In most conversions that is a formality — the LLC has become a corporation, and the concept of an LLC member has no further work to do. But it is not always a formality, because several provisions of chapter 322C are keyed to a person’s status as a member at particular moments:
- § 322C.0903, subd. 1 — a derivative action “may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.”
- § 322C.0410, subd. 3 — a dissociated member’s information access is limited to information “pertain[ing] to the period during which the person was a member.”
- § 322C.0112, subd. 2 — obligations owed to a dissociated member are governed by the operating agreement as later amended.
A member with a pending derivative claim against the managers, whose company then converts, has a standing problem created by clause (12). That is a reason to think about sequencing in any restructuring occurring against the background of a member dispute. The broader consequences of membership ending are in Quitting a Minnesota LLC Is Always Permitted and Almost Never Advisable.
Leaving Minnesota does not take your Minnesota liabilities with you
Each of the three transactions carries the same consent-to-jurisdiction provision, and it should be read before anyone treats redomestication as a litigation strategy.
Under § 322C.1010, subd. 3, a converted organization that is a foreign organization “consents to the jurisdiction of the courts of this state” to enforce any liability for which the converting LLC is liable, if the LLC was subject to suit here on it before the conversion — and, if not authorized to transact business in Minnesota, “appoints the secretary of state as its agent for service of process” for that purpose. Section 322C.1005, subd. 2 says the same for a surviving foreign organization in a merger, and § 322C.1014, subd. 2 for a domesticated foreign LLC. The consent is automatic and statutory. Minnesota’s broader resistance to letting parties export its law and forum is surveyed in Minnesota Has Been Quietly Making Contract Terms Non-Exportable Since 1973.
The sequence, in order
- Identify which transaction you are actually doing. Changing form is a conversion. Changing state is a domestication. Combining entities is a merger. Getting this wrong means filing under the wrong section.
- Check eligibility — § 322C.1007, subd. 1 for conversions; §§ 322C.1002, subds. 1–2 and 322C.1011 for mergers and domestications. Each requires the other jurisdiction’s governing statute to authorize the transaction and the other organization to comply with it.
- Check the approval threshold in your operating agreement, then check § 322C.1015. Unanimity is the default. If anyone will have personal liability in the resulting organization, that member’s specific consent is required unless subd. 1(1) and (2) are both satisfied.
- Draft the plan in a record with the mandated contents — § 322C.1002, subd. 3; § 322C.1007, subd. 2; § 322C.1011, subd. 3.
- File the articles under § 322C.1004, § 322C.1009, or § 322C.1013, each carrying a $60 fee stated in the section, and watch the effective-date rules, which turn on whether the resulting organization is a Minnesota LLC. If domesticating out of Minnesota, file the separate § 322C.1014, subd. 3 statement surrendering the articles of organization.
- Confirm license portability in writing and get the tax analysis before the plan is approved, then re-paper everything that names the entity — bank signature cards, insurance, UCC filings, registered agent.
If the operating agreement is silent on the approval threshold, this is the moment to fix it; see Minnesota LLC Operating Agreements.
The observation
Restructuring an entity feels like it should be hard, and the informal version — dissolve, re-form, move everything over — feels like the thorough way to do it. It is neither. It is the version that generates a deed, an assignment, a consent request to every landlord and lender, a substitution motion in every pending case, a reapplication to every licensing agency, and a successor-liability argument for every creditor who does not want to lose priority.
The statutory version generates a plan, a resolution, and one filing — because it is not a transfer. Section 322C.1010, subd. 1 says the converted organization “is for all purposes the same entity that existed before the conversion,” and every consequence in subdivision 2 follows from that premise.
The cost of learning this late is not the filing fee. It is that continuity, once you have dissolved the entity, is not available retroactively. There is no provision in chapter 322C that lets a company that wound itself up in March declare in September that it meant to convert.
Madgett Law, LLC advises Minnesota businesses on entity conversions, mergers, and redomestications — the approval mechanics, the plan and filings, and the contract, litigation, and licensing consequences of choosing continuity over a transfer. If you are restructuring a Minnesota company, send us a message or call 612-470-6529.
Sources: Minn. Stat. ch. 322C, art. “MERGER, CONVERSION, AND DOMESTICATION,” §§ 322C.1001–322C.1016, verified against the Revisor’s chapter 322C table of sections. Minn. Stat. § 322C.1001 (definitions, including subd. 9, “governing statute,” and subd. 10, “organization”). § 322C.1002, subds. 1–2 (prerequisites for merger and exchange) and subd. 3 (required contents of a plan of merger or exchange, in a record). § 322C.1003, subd. 1 (plan of merger or exchange must be consented to by all the members, subject to § 322C.1015). § 322C.1004, subds. 1–3 (articles of merger or exchange and required contents), subd. 4 ($60 fee), subd. 5 (effective date and time). § 322C.1005, subd. 1 (effect of merger, including clauses (2)–(5) and (8)) and subd. 2 (foreign surviving organization consents to Minnesota jurisdiction and appoints the secretary of state as agent for service). § 322C.1007, subd. 1 (conversion eligibility, including the exclusions for a foreign limited liability company and a corporation governed by chapter 304A) and subd. 2 (contents of a plan of conversion). § 322C.1008, subd. 1 (plan of conversion consented to by all the members, subject to § 322C.1015). § 322C.1009, subd. 1 (articles of conversion; $60 fee) and subd. 2 (effective date and time). § 322C.1010, subd. 1 (“for all purposes the same entity that existed before the conversion”), subd. 2 (clauses (1)–(6), including “remains vested,” continuation of pending actions, the “except as prohibited by law other than this chapter” qualifier, and the provision that a conversion does not dissolve the company for purposes of §§ 322C.0701 to 322C.0707), and subd. 3 (consent to Minnesota jurisdiction; secretary of state as agent). § 322C.1011, subds. 1–2 (domestication into and out of Minnesota, including the clause recognizing a foreign transaction “described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise”) and subd. 3 (plan of domestication). § 322C.1012, subd. 1 (consent by all the members if the domesticating company is a limited liability company, subject to § 322C.1015). § 322C.1013, subd. 1 (articles of domestication; $60 fee) and subd. 2 (effective date). § 322C.1014, subd. 1 (effect of domestication), subd. 2 (consent to Minnesota jurisdiction), and subd. 3 (statement surrendering the company’s articles of organization and its four required contents). § 322C.1015, subd. 1 (member with personal liability; the two conditions for a lower threshold) and subd. 2 (consent not given merely by consenting to a majority-amendment provision). § 322C.1016 (merger of wholly owned subsidiaries; resolution approved in the manner required to decide a matter in the ordinary course). § 322C.0110, subd. 3(10) (operating agreement may not restrict the § 322C.1015 approval right). § 322C.0602, clauses (11)–(13) (merger, conversion, and domestication as dissociation events; clause (12) unconditional). § 322C.0410, subd. 3; § 322C.0903, subd. 1; § 322C.0112, subd. 2 (consequences keyed to member status). Minn. Stat. ch. 304A is the Minnesota public benefit corporation act; see § 304A.101, subd. 1. All from the Minnesota Office of the Revisor of Statutes, 2025 Minnesota Statutes. Currency: the Revisor’s section histories show §§ 322C.1002, 322C.1003, 322C.1005, 322C.1008, 322C.1010, 322C.1012, 322C.1014, and 322C.1015 last touched by 2014 c 157; § 322C.1007 by 2016 c 135 art 4 s 20; § 322C.1011 by 2016 c 135 art 4 s 21–22; and § 322C.1016 by 2018 c 103 s 32. No 2025 or 2026 session entries. Filing fees are those stated in the cited subdivisions of the 2025 statutes and should be confirmed with the Office of the Secretary of State before filing.
This article is general legal information about Minnesota law, not legal advice, and reading it does not create an attorney–client relationship. It does not address the federal or Minnesota tax consequences of any of these transactions, which are a separate analysis. No outcome is promised or implied.