The Ultimate Guide to Moving Your LLC or Corporation to Texas
Why hire Cummings & Cummings Law to transfer your company from your prior state to Texas?
Fiduciary duties separate law firms from non-attorney filing services.
Cummings & Cummings Law, a law firm focused on redomesticating businesses to Texas, offers the combined technical and practical experience of a licensed Texas attorney and CPA, with fiduciary duties owed to every client under the law. That combination matters because redomestication is not a form-filling or check-the-box exercise; it is a continuity project that must preserve the legal and tax identity, governing authority, and operational relationships of the company while shifting its state of domicile to Texas.
A purely legal workflow can miss tax posture and compliance drift; a purely tax workflow cannot deliver the legal instruments and filings that effectuate the move (it is illegal for a CPA to practice law unless he or she is also an attorney in Texas). A dually-licensed professional reduces coordination failure, reduces rework, and reduces the risk that a client receives inconsistent guidance from well-meaning but under-informed professionals.
The attorney relationship also imposes fiduciary duties and professional duties that services like LegalZoom® and RocketLawyer® do not owe, and it imposes enforceable accountability when the work product fails. As Justice Benjamin Cardozo famously expounded in Wendt v. Fischer (1926): a fiduciary “is held to something stricter than the morals of the market place. Not honesty alone, but the punctilio of an honor the most sensitive, is then the standard of behavior” (emphasis added).
Many people fail to realize the importance of the fact that an attorney is a fiduciary until after they are left holding the bag when a non-attorney online filing service drops the ball.
The fiduciary duty framework changes behavior: the firm must perform conflicts checks, maintain confidentiality (and attorney-client privilege), complete tasks with the great care, and exercise competent diligence in scoping, drafting, and filing. In practice, that translates into disciplined intake, a defensible paper trail, and proactive issue-spotting that clients usually do not know to request, such as sequencing filings between your prior state and Texas to avoid gaps in good standing, aligning governing documents with Texas law, and preventing third-party disruptions tied to signatory authority or entity name conflicts.
The point is simple: the work of an attorney must function in the real world after the filing and withstand scrutiny (including from other attorneys) in the future. If you hire a non-attorney to perform the work of an attorney, caveat emptor.
Our firm provides a single point of contact from start to finish.
Many competing firms staff matters in ways that vary by office and file, so the client feels like a hot potato and may not receive consistent attorney attention. Consumer document vendors and do-it-yourself approaches provide neither a licensed attorney nor a licensed CPA, so they cannot lawfully deliver legal advice or prepare custom legal documents for a redomestication, and they do not owe fiduciary duties to their customers.
Our firm has a 100% success rate and a 120% money-back guarantee.
Cummings & Cummings Law positions each redomestication as experience- and outcome-driven, with 500+ completed matters, a 100% success rate, and a 120% money-back guarantee. Our service model emphasizes execution, accountability, and control: a typical timeline of 1 to 3 months, available expedite options, weekly status updates sent via email at no additional charge, and a flat-fee structure in most redomestication cases. By contrast, other firms often move on longer timelines that can exceed six months, may not offer reliable expedite paths, often charge for routine updates, and work on an hourly basis resulting in unexpected fees.
Vendor and do-it-yourself routes create a predictable pattern of delay and downstream expense because errors and omissions require later correction by licensed counsel, often after filings, banking, contracts, tax elections, or compliance steps have already compounded the problem.
Legal requirements for moving your company to Texas (updated 2026)
Redomesticating your company from your prior state to Texas is governed by Title 1, Chapter 10, Subchapter C, Section 10.102 of the Texas Business Organizations Code and the law of your prior state.
It is also governed by Sections 351, 355, and/or 368(a) of the Internal Revenue Code and applicable Treasury Regulations.
Few legal transactions implicate such a broad cross-section of state and federal law with several intersecting points, and laws updated in 2026 present hidden landmines for inexperienced attorneys and do-it-yourself filers alike.
Texas law requires, among other things, the preparation and execution of:
- a Certificate of Formation: the legal document which establishes your company as a Texas organization, identifies who will control the company, the management structure, the name of the company, and the principal office in Texas;
- a Certificate of Conversion: the legal document tells the Texas Secretary of State that the company is redomesticating from your prior state, is continuing in existence under the same or a different name, and is not a new entity (this is very important, because even if the same name is used, without a Certificate of Conversion and the other documents, below, the company will be treated as a new, distinct company from that in your prior state with serious legal and tax consequences);
- a legal Plan of Conversion: the formal document which establishes, among other key points, how ownership of the company will be converted and apportioned, that the existing bank accounts, contracts, assets, liabilities, benefits, and obligations of the your prior state company will continue with full force and effect in Texas, and how the federal employer identification number (FEIN) and existing federal tax elections will remain unchanged by the redomestication;
- board meeting minutes and/or a unanimous written consent of the company authority adopting and approving the Plan of Conversion: this is the document which legally ratifies the Plan of Conversion and makes it legally binding upon the company and its owners, and
- a legal instrument filed with the appropriate authority of your prior state.
Of these documents, all of them are critical and non-optional, but arguably the most important is the legal Plan of Conversion, because without this instrument, documents filed with the Texas Secretary of State and with your prior state may have no legal effect, or worse, result in the inadvertent dissolution of your company which is catastrophic legally, practically, and financially.
Importantly, of the above documents, only a template for the Certificate of Formation is available on the Texas Secretary of State website, and this template is insufficient for completing a redomestication.
The other documents, including the Certificate of Conversion, legal Plan of Conversion, board meeting minutes, and, of course, the your prior state statement of conversion will not be found on the Texas Secretary of State website because these must be bespoke, custom legal documents that specifically address the legal particulars of the redomestication. Any templates you find on other websites will be, at best, incomplete, and at worst, result in the termination of your company with unpredictable (and expensive) legal and tax consequences.
Only the Certificates of Formation and Conversion are filed with the Texas Secretary of State, and they will be a matter of public record. It is illegal to file a Certificate of Conversion unless a legal Plan of Conversion has first been adopted and approved with the requisite formalities. Remember: this is a complicated, legal transaction, not a do-it-yourself weekend project.
Filers must be very careful to ensure that all information is accurate to avoid fines, penalties, and wasted time resulting from rejected, inaccurate, or incomplete filings, and filers who are privacy-oriented should give particular consideration to establishing one or more anonymizing systems to limit exposure of their home address and other private information.
The other documents, including the legal Plan of Conversion and board meeting minutes, must be kept on file indefinitely at the principal place of business, and copies of all documents must be furnished to all persons having information rights in the company under Texas law. Failure to do so is a violation of Texas law and can yield serious financial and legal effects; withholding information from owners of the company can result in lawsuits and other sanctions.
The sequence of moving a company to Texas from your prior state
Timing is everything. There is a strict, mandatory sequence which must be assiduously observed when transferring a company from your prior state to Texas. Ignoring this sequence, or proceeding out of order, will result in the inadvertent termination of the company, which may be a taxable event, the formation of a duplicate company (which creates serious tax headaches), or the devolution of the liabilities of the company to its owners. This is lawyer-speak meaning that, if not performed correctly and sequentially, the liabilities (known, unknown, past, present, and future) of the company become the personal obligations of the owners, potentially resulting in bankruptcy and financial ruin.
The general sequence is as follows:
- First, a legal Plan of Conversion must be drafted and submitted to the owners of the company;
- Second, the owners of the company must discuss and vote upon the legal Plan of Conversion, either at a properly-called meeting or via a unanimous written consent;
- Third, the Certificates of Formation and Conversion are filed with the Texas Secretary of State and subject to a review and approval period;
- Fourth, only after the Texas Secretary of State has approved the redomestication, the statement of conversion is filed with your prior state, which is subject to an additional review and approval period.
Tax returns must be filed in your prior state, and if necessary, tax accounts must be closed and returns marked as final; otherwise, the taxing authorities in your prior state may continue to assess penalties and interest for unfiled returns or unreported revenue.
How long does it take to move a company from your prior state to Texas?
When performed correctly by an experienced attorney, redomestication is often the fastest, most seamless method to transfer a company from your prior state to Texas.
An experienced attorney can prepare documents within 48-72 hours (though non-attorneys will often take weeks, if not months, to prepare them and make several mistakes along the way). Once the Certificates of Formation and Conversion are filed with the Texas Secretary of State, the review period may range from two weeks or less when submitted by an attorney through the SOS Upload platform to over six weeks when submitted by mail.
In contrast, dissolution, when performed correctly, is a thirteen-step legal process which can take six to twelve months (or longer).
Our law firm uses electronic submissions whenever possible to reduce the lag time.
Once approved by the Texas Secretary of State, the statement of conversion and accompanying materials must be submitted to your prior state. This triggers a subsequent review and approval period which ranges from six to eight weeks, though in some cases, the approval time may be shorter or longer depending upon the processing backlog of your prior state.
The status must be closely tracked from start to finish to ensure that filing deadlines are met, documents are filed in the correct order, those documents are actually received and reviewed, and to respond to any questions, inquiries, or rejection notices from the Texas Secretary of State and your prior state.
Missing a filing deadline or submitting incomplete or inaccurate correspondence not only wastes valuable time, but it can trigger penalties and sanctions in some cases.
The entire redomestication process to transfer a company from your prior state to Texas can require as little as three weeks when expediting fees are paid through an attorney or as long as six months or longer when handled by a novice; however, the average range is roughly two to three months, though possibly less.
When our firm is retained to fix a redomestication-gone-wrong, the average time to right the ship ranges from six to twelve months.
How much does it cost to transfer a company from your prior state to Texas?
When performed correctly by an experienced attorney, redomestication is often the least expensive way to move a company from your prior state to Texas.
Fees vary based upon a number of factors, and our most updated pricing can be viewed by clicking the yellow button on the bottom of this page, inputting the name of your business, and clicking "See Expact Price and Get Started." The redomestication process can be completed on our website in under five minutes. Our firm charges a flat-fee for redomestications of any company with five owners or fewer. Our pricing changes throughout the season in response to demand and modifications in the laws of Texas and your prior state. A single-owner company should expect to pay less than a multi-owner entity.
On the other hand, dissolution, when performed correctly, can easily cost fix or six figures.
Online filing services may charge less, but it is worth noting that these services often prepare and file documents incorrectly, are non-responsive to requests from their customers, and have checkered histories with the Better Business Bureau. In certain instances, they may be practicing law without a license, which is illegal in both Texas and your prior state, and often the customer ends up paying the price.
Redomestication is different, and must be distinguished, from traditional merger and foreign entity qualification as described elsewhere in this guide. The costs for a traditional merger may range as high as $20,000 (or more for larger companies), and while foreign entity qualification may be seen as the cheaper approach, it fails to accomplish a change in the business domicile, leaving the business owner exposed indefinitely to ongoing legal and tax obligations in your prior state.
The costs and fees to fix a failed or incomplete transfer of a company from your prior state to Texas routinely exceed $15,000 or more, and in some cases, cannot be fixed at all. Whenever our firm is retained to fix these mistakes, we bill on an hourly basis and never a flat-fee because of the significant time which must be expended and the unpredictable consequences of remedying prior failures.
Requirements to Transfer a company from your prior state to Texas in 2026
Moving your company from your prior state to Texas can offer significant advantages, particularly if you're seeking a more favorable tax environment or streamlined business regulations. Texas is known for its business-friendly policies, including no state income tax, which can lead to substantial savings for your company. Before initiating the process, it's essential to evaluate your current setup in your prior state and ensure compliance with both states' requirements to avoid any legal pitfalls.
The redomestication process typically involves filing specific documents with the secretaries of state in both your prior state and Texas. This includes preparing a plan of redomestication, obtaining board and shareholder approvals if applicable, and submitting articles of redomestication in Texas. Unlike simply registering as a foreign entity, this method allows your company to fully transition its domicile, shedding ongoing obligations in your prior state while retaining your federal EIN and business continuity.
Once approved, your company will operate under Texas's laws, potentially benefiting from asset protection and operational flexibility unique to the state. However, consulting with legal and tax professionals familiar with both your prior state and Texas is crucial to navigate any nuances, such as franchise taxes or entity conversion rules. This strategic move can position your company for long-term growth in a more supportive jurisdiction.
If your company has complex structures or ongoing operations tied to your prior state, consider the timeline—approvals can take several weeks to months.
Ultimately, relocating to Texas via redomestication empowers business owners to optimize their setup without the hassle of dissolving and reforming the entity anew.
Specific requirements to transfer a company to Texas from your prior state
Moving a company from your prior state to Texas is entirely possible, but your prior state has specific laws that must be strictly followed, and the process varies from other jurisdictions.
Many business owners are wrongly told that it is impossible or impractical to transfer a company out of your prior state, but that is simply false. There are three primary reasons for this misinformation:
- first, many attorneys are unaware of the statutory authority for your prior state redomestications;
- second, your prior state uses different terminology which hinders understanding; and
- third, your prior state law requires the preparation of a legal Plan of Conversion, which online filing services cannot prepare (and as a result, these services will instead tell their customers that it is impossible to transfer a company out of your prior state, which is patently false).
Why is redomestication the superior option to move a company from your prior state to Texas?
Redomestication keeps the business alive while moving its legal home (sometimes referred to as the state of domicile) to Texas, which can allow the business to stop paying and filing annual registration renewals in your prior state if it has ceased operations there. Redomestication emphasizes low initial complexity, very low ongoing complexity, low initial state filing costs, fast timing, and reasonable legal fees.
The tax outcome depends on the facts and tax nexus, but the result is often that the redomesticated company has no remaining connection to your prior state, which can reduce or eliminate your prior state tax exposure in many situations.
This path also reduces the risk of dual-state compliance hassles, where missed reports, late fees, and administrative dissolution can accumulate.
Why is foreign entity registration inferior to redomestication when moving a company from your prior state to Texas?
Foreign entity registration (sometimes called qualification or an application for authority) keeps the company domiciled in your prior state and registers it to do business in Texas, which generally means continuing to pay and file renewals and taxes in your prior state. This approach usually requires ongoing tax exposure in your prior state because the company continues to exist and remain active under the former state’s regime, with ongoing administrative obligations, and subject to the many laws of your prior state.
Complexity varies by state and by the nature of operations, but the ongoing hassle with foreign entity registration is consistently higher because the business now manages two (or more!) state compliance tracks.
This structure also increases the chance that a vendor or internal staff misses a renewal, a registered agent change, or a notice, which can trigger penalties, loss of good standing, and preventable disputes with banks, counterparties, and regulators.
Why is a traditional merger usually the wrong way to move a company from your prior state to Texas?
When it comes to moving a company from your prior state to Texas, a traditional merger is an old school technique—a relic left over from the old days of practicing law before redomestication was developed and made possible by the state legislative bodies and regulatory authorities in Texas and your prior state. While mergers may still be useful (or even required) in some cases and jurisdictions, it is a slower, higher-complexity path that often produces significant initial filing costs and legal fees that can reach $10,000 or more. Complex mergers can reach six or seven figures in fees.
Outcomes vary based on structure, documentation quality, consents, and the statutes of your prior state and Texas, including whether continuity of contracts, licenses, and registrations requires third-party consent. Federal tax complexity under the Internal Revenue Code and applicable regulations is also substantially higher, and when performed incorrectly, a merger may be a taxable event (meaning you end up writing a check to Uncle Sam and possibly your prior state).
Ongoing complexity remains high because the merger process creates follow-on work: re-titling assets, harmonizing governing documents, updating regulatory registrations, and repairing overlooked items that surface long after closing—sometimes years later. Traditional mergers often require the novation and re-negotiation of existing contracts with clients and vendors, and new bank accounts may need to be established.
The traditional merger path has execution risk because a single missed consent, a broken assignment clause, or a licensing mismatch can convert a planned administrative exercise into a dispute or a business interruption.
Why is dissolution the wrong way to move a company to Texas from your prior state?
Think of dissolution like the death penalty: it kills the company. There is nothing left to move. Dissolution only makes sense if the company is truly going out of business, and even then, very strict legal and tax processes must be observed from start-to-finish. Dissolution, even when performed the right way, can drag on months, and in some cases, years.
Dissolution terminates ongoing compliance because the entity ceases to exist, but it often creates the most expensive legal and tax cleanup when the business still has assets, contracts, employees, customers, or unresolved liabilities. It is worth pointing out that even if you think your company is dormant, breaches of contract, tax liabilities, and other claims may not surface until years down the road. If the company is dissolved, those claims may subject your personal assets (for example, your home, your vehicles, your retirement accounts, and your bank accounts) to unlimited personal liability because the veil of protection for your company no longer exists. This has resulted in many personal bankruptcies over the years!
The dissolution process is not always taxable, but when it is (and even a single-owner company can result in a taxable dissolution), it triggers a tax event subject to the federal Internal Revenue Code and the laws of your prior state and can force recognition issues that the owners did not model, especially when assets or goodwill move outside the dissolved entity without disciplined, well-documented liquidation steps. It is worth reiterating that redomestication, when performed by a competent attorney, is a non-taxable event.
Even when dissolution makes business sense (for example, the owners have closed shop and will not be continuing in Texas), doing it correctly can be complex because it requires creditor handling, final returns, account closures, contract terminations or assignments, and defensible recordkeeping.
A single missed or incomplete step can spell financial ruin. The practical risk is that owners dissolve first and discover later that banks, insurers, processors, landlords, and government agencies still treat the dissolved entity as the contracting party, creating remediation costs that exceed what the owners sought to save. Dissolution is, therefore, not the budget-friendly option to move a company to Texas from your prior state.
The bottom line is simple: unless you are closing your doors and going out of business, dissolution should not enter the equation. If other professionals are throwing that word around, run (do not walk) away and seek a second opinion. If you dissolve your company, you are not moving it—you are permanently pulling the plug!
Redomicile your company now. Flat-fee pricing available to transfer your LLC or corporation.
Still have questions? Schedule a free meeting to discuss.
Still have questions? Schedule a free meeting to discuss.
🎉 Someone from California is redomesticating their business!