Does a conversion from one corporate type to another (e.g., LLC to corporation) create a new domestic reporting company that must file an initial beneficial ownership information report with FinCEN?

A domestic reporting company is an entity “created by” the filing of a document with a secretary of state or any similar office under the law of a State or Indian Tribe. Depending on the law of the State or Indian Tribe, and the type of entity undergoing a conversion, a conversion filing may result in the creation of a “new” domestic reporting company. Where a conversion does result in the creation of a new domestic reporting company, the new domestic reporting company is required to file an initial beneficial ownership information (BOI) report. Even if a conversion filing does not create a new domestic reporting company, a reporting company that undergoes such a conversion may nonetheless be required to submit an updated BOI report to FinCEN after the conversion. For example, if “Company, Inc.” converted to an LLC, its name may have changed to “Company, LLC,” and thus it may be required to file an updated BOI report because the name change is a change to required information previously submitted to FinCEN. Reporting companies are also required to report their jurisdiction of formation. This is the jurisdiction where the reporting company was originally created. If a reporting company changes its jurisdiction of formation (for example, by ceasing to be a corporation incorporated under California law and becoming instead a corporation incorporated under Texas law), it must submit an updated BOI report to FinCEN.