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Legal way to move a company out of Virginia


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The Redomestication Process in a Nutshell

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Submit payment securely online then sit back and relax.

24-48 hours

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3. We submit the legal filings to the states.

We monitor the status closely, respond to inquiries from their offices, and send you weekly updates.

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1-3 months

4. Approved! ✅

We send you a checklist of go-forward obligations and simple steps for your tax pro to follow.

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Did you know? The average business that moves to a state without state-level income tax saves over $12,500 in taxes per year.

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Redomestication, also known as redomiciling, refers to the lesser-known legal process of transferring or moving the "home state" of an existing Corporation, partnership, or LLC, from Virginia to a new state. It means keeping your existing company name, credit, and federal employer identification number (FEIN) without wasting time and money creating a new business entity, applying for foreign registration, or moving assets between companies.
— Prof. Chad D. Cummings, Esq., CPA

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The legal way to move a company out of Virginia: why redomestication is the preferred mechanism

For owners and operators who have genuinely relocated operations, personnel, and management away from the Commonwealth, the legal way to move a company out of Virginia should be evaluated as a continuity problem as much as a filing problem. The objective is not merely to obtain authority to do business elsewhere, but to transfer the company’s legal “home state” while preserving the enterprise’s identity, compliance posture, and operational stability.

Properly executed redomestication (also referred to as statutory conversion) is, in most cases, the most direct legal way to move a company out of Virginia while maintaining the same entity. This approach is designed to avoid the unnecessary disruption that often follows from dissolutions, asset transfers, or “start-over” reorganizations that inadvertently break contracts, complicate banking, and create preventable tax and administrative friction.

Businesses seeking a practical and defensible legal way to move a company out of Virginia should begin with a focused assessment of their current status and goals, and then proceed with a controlled statutory conversion that aligns with the company’s long-term strategy. The most efficient starting point is the firm’s legal way to move a company out of Virginia through redomestication intake, which is structured to produce a clear scope, fixed pricing, and a predictable timeline.

Exiting the Virginia tax environment without breaking the company

From a tax planning perspective, a recurring misconception is that “moving” simply means opening an office or registering in a new state. That assumption ignores the reality that Virginia tax exposure often persists when an entity remains domiciled in Virginia, particularly when the company continues to maintain registrations and state-level compliance obligations there. A legal way to move a company out of Virginia should be designed to reduce administrative drag and eliminate unnecessary in-state obligations when operations have, in fact, moved.

Redomestication is particularly compelling because it focuses on transferring the entity’s domicile rather than creating a second compliance footprint. In contrast, foreign entity registration commonly leads to ongoing annual reports, fees, and maintenance requirements in multiple states—precisely the opposite outcome for owners attempting to simplify operations and focus on growth. Where the business has permanently ceased operations in Virginia, redomestication can be an effective mechanism to align the company’s legal domicile with the new operational reality.

A disciplined approach also helps avoid avoidable tax complications that arise when owners attempt informal migrations, dissolve-and-reform strategies, or asset transfers. Those methods frequently generate downstream issues involving payroll accounts, sales tax registrations, vendor forms, and banking relationships. If your priority is a defensible legal way to move a company out of Virginia while minimizing disruption, the most prudent next step is to review the process described at a legal way to move a company out of Virginia using redomestication.

Reducing exposure to dual compliance and administrative overhead

A principal business advantage of implementing the legal way to move a company out of Virginia via redomestication is the reduction of long-term administrative burden. Owners frequently underestimate the cumulative costs of maintaining multiple state registrations: annual reports, registered agent services, state correspondence, and the constant risk of missing a filing deadline that triggers penalties or loss of good standing. Over time, “minor” compliance tasks become material distractions and recurring expenses.

Redomestication is structured to avoid that dual-state trap when the business has ceased operations in Virginia and has a permanent operational center in the new state. Rather than maintaining a Virginia domestic entity plus a foreign registration elsewhere, the company transfers its legal home state. This enables the business to concentrate governance, filings, and recordkeeping where the company actually operates, which is often more consistent with lender expectations, investor diligence, and internal controls.

Importantly, this is also a governance integrity issue. A proper legal way to move a company out of Virginia should include the correct internal approvals, documentation, and state filings so that the company’s records tell a coherent story. When due diligence arises—whether for a financing, acquisition, or dispute—clean corporate records are frequently as valuable as clean financial statements.

Continuity matters: preserving contracts, FEIN, credit history, and brand identity

In my experience as an attorney and CPA, the decisive feature of a truly legal way to move a company out of Virginia is that it preserves business continuity. Redomestication is designed to keep the same enterprise intact, which is crucial for companies that rely on existing customer contracts, vendor terms, licensing arrangements, software subscriptions, and banking relationships. Transactions that “create a new entity” may require contract assignments, counterparty consents, and repeated onboarding—creating friction that is unnecessary and sometimes commercially damaging.

By contrast, redomestication allows the entity to maintain its federal employer identification number (FEIN) and its contractual posture because the company is not being replaced by a new entity. That continuity reduces operational downtime and helps avoid the common cascade of follow-up work—re-issuing W-9s, updating payment processors, revising insurance policies, renegotiating leases, and correcting vendor master files.

Brand protection is also routinely overlooked. The legal way to move a company out of Virginia should, to the greatest extent possible, preserve the company’s name and marketplace presence. In most cases, redomestication allows the business to keep its name, which helps preserve goodwill, customer recognition, and the value of prior investments in marketing and search visibility. For a step-by-step overview, see the legal way to move a company out of Virginia while keeping your company intact.

Common misconceptions that cause expensive mistakes

Misconception #1: “Foreign registration is the same as moving.” Foreign registration is permission to operate in a state; it is not a transfer of domicile. For businesses that have permanently left Virginia, foreign registration can leave the company with ongoing compliance in Virginia that continues indefinitely unless and until it is properly addressed. As a result, foreign registration is often a poor substitute for a legal way to move a company out of Virginia when the goal is to stop maintaining the entity as a Virginia domestic company.

Misconception #2: “The safest approach is to dissolve and start over.” Dissolution is frequently irreversible and often triggers unnecessary operational and legal consequences, including contract termination provisions, licensing interruptions, and administrative confusion with financial institutions. Moreover, starting a new entity may require new underwriting, new credit approvals, and new vendor onboarding. For many operating companies, that approach is not conservative; it is destabilizing.

Misconception #3: “A merger is always the cleanest option.” Mergers can be effective in the right circumstances, but they are often unnecessarily complex and expensive when the core objective is simply to transfer domicile without disrupting the existing enterprise. When the actual objective is a legal way to move a company out of Virginia with minimal friction, redomestication commonly achieves the same end with substantially less complexity.

Procedural considerations that should be addressed before filing

A professionally managed legal way to move a company out of Virginia should begin with a disciplined pre-filing review. At minimum, the company should confirm its current entity type, good standing status, ownership structure, and governance documents. For example, operating agreements, bylaws, shareholder agreements, and lender covenants may contain notice provisions or consent requirements that must be satisfied to avoid technical defaults or disputes among owners.

In addition, the company should evaluate practical operational touchpoints that will require post-approval updates: banking resolutions, registered agent transitions, payroll accounts, state tax registrations, business licenses, and contract counterparties. When these are coordinated properly, the business can continue operating seamlessly during and after the conversion, which is the central promise of redomestication as a legal way to move a company out of Virginia.

Finally, owners should avoid the “DIY checklist” trap. Internet summaries often omit critical procedural steps or present state-specific rules as if they apply universally. Errors are rarely harmless; they typically surface later during financing, audits, or disputes, when the cost to correct them is highest. A controlled process, as outlined at the legal way to move a company out of Virginia through a redomestication filing, is designed to prevent those avoidable outcomes.

Conclusion: the most defensible legal way to move a company out of Virginia

When a business has truly relocated and intends to discontinue Virginia operations, the legal way to move a company out of Virginia should not require sacrificing continuity, re-papering the enterprise, or maintaining dual compliance indefinitely. Redomestication addresses the central challenge directly: it transfers the company’s home state while allowing the business to keep its core identity and operational infrastructure.

This is precisely why redomestication is generally superior to foreign entity registration, merger, or dissolution for a permanent relocation. It preserves the FEIN, maintains existing contracts, protects credit history, and—in most cases—retains the company’s name, all while minimizing operational disruption. For owners seeking certainty and efficiency, those benefits are not incidental; they are the entire point of choosing the correct mechanism.

To proceed with a structured, professionally managed legal way to move a company out of Virginia, the appropriate call to action is to review and begin the process here: legal way to move a company out of Virginia via redomestication.


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Domestication vs. Foreign Registration vs. Merger vs. Dissolution: A Comparison

Domestication is a distinct legal process from foreign entity registration, merger, or dissolution.

Redomestication™ is generally the most efficient and cost-effective method for relocating a business to a new state, particularly when the company has permanently ceased operations in its original state. It does not involve dissolution. Many people make the mistake of dissolving their company when relying on incomplete or misleading advice.

Unlike foreign entity registration or merger, redomestication™ allows a business to retain its EIN, contracts, credit history, and brand identity—preserving continuity while minimizing tax risks and administrative burdens. It also eliminates the need to maintain dual registrations and tax obligations, potentially saving substantial time and money. By contrast, foreign registration can create ongoing compliance costs in the former state, and mergers often involve unnecessary legal complexity and higher fees.

Domestication is, in many circumstances, far preferable to registering an LLC or corporation as a foreign entity, especially where the LLC or corporation has permanently moved its operations and will not be returning to the prior state in the near future.

Some attorneys, unfortunately, confuse their clients by recommending a foreign entity registration in the new state, or worse, a merger, where a redomestication™ would have accomplished the goals of moving their business to a new state efficiently and effectively.

The top seven benefits of moving your company (LLC, corporation, or partnership) to a new state via redomestication™ to transfer your business include:

  1. Maintaining your existing federal employer identification number, eliminating the tax headaches of forming a new company or transferring assets between companies (and inadvertently triggering a hefty tax bill from the IRS) when you move your business to a new state;
  2. Keeping your existing business credit history and track record, safeguarding your reputation with clients, vendors, and creditors when moving your LLC or corporation to a new state;
  3. Continuing your existing business name (in almost every case), protecting your most important assets when moving your company to a new state: your brand, reputation, and time you have already invested in search engine optimization;
  4. Maintaining your existing contracts with customers and vendors because moving your business to a new state via redomestication™ does not create a new company: it maintains your existing company, saving you dozens (or even hundreds) of hours re-writing (and re-negotiating) contracts and changing banks;
  5. Eliminating the need to continue paying registration fees and taxes in your prior state (assuming you have discontinued your operations there and have permanently relocated to a new state), potentially saving you tens of thousands of dollars (or more) in state taxes every quarter when you move your business to a new state;
  6. Avoiding unnecessary IRS scrutiny because moving your LLC or corporation to a new state via redomestication™ is a tax-free transaction under the Internal Revenue Code; and
  7. Reducing the amount of time you spend on administrative filings, saving you untold hours annually, by moving your company to a new state.

Before taking the "penny wise and pound foolish" approach of foreign entity registration or spending countless hours and exorbitant legal fees (and possibly taxes) on a merger or merger-gone-wrong to move your company to a new state, ensure you understand your options.


Comparison of Four Approaches
Redomesticate™Foreign EntityMergeDissolve
Need to Continue Paying & Filing Registration Renewals in Former State ✅
No
❌
Yes
⚠️
Varies
☠️
No, she's dead, Jim.
Stop Paying Taxes in the Former State*✅
Yes
❌
No
⚠️
Varies
☠️
Tax event.*
Initial Complexity ✅
Low
⚠️
Varies
❌
High
❌
High, when done right.
Ongoing Complexity ✅
Very Low
❌
High
❌
High
☠️
None. All gone.
Initial State Filing Costs ✅
Low
⚠️
Varies
❌
High
⚠️
Varies
Timing ✅
Fast
⚠️
Varies
❌
Slow
⚠️
Varies
Legal Fees ✅
Low
⚠️
Varies
❌
$10,000 or more
🔥
Very high to fix.
*While every situation is different and dependent upon tax nexus, redomesticating can be an effective way to reduce or eliminate taxes in a former state in certain circumstances. Ask your CPA for more information. Our firm does not provide tax advice or perform tax work except by separate engagement at an additional charge.

In most circumstances, redomestication™ (and not a foreign entity registration or costly and complicated merger) is the best route to achieve a change in company domicile to a new state.


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This is a service of Cummings & Cummings Law located at Bernwood Courtyard at Pelican Landing in Bonita Springs, Florida. We are available at this location and other locations by advanced appointment only.

Chad D. Cummings, CPA, Esq. is admitted as an Attorney and Counselor at Law to The Florida Bar (Bar No. 1038575) and the State Bar of Texas (Bar No. 24134400) and as a Certified Public Accountant by the Florida Division of Certified Public Accounting (CPA No. AC49957) and the Texas State Board of Public Accountancy (CPA No. 105825). Lisa A. Cummings is admitted as an Attorney and Counselor at Law to the Oklahoma Bar Association (Bar No. 10866).

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