How to Transfer or Move a Corporation from Alabama to Texas

How to transfer a company to Texas: keep the EIN with no downtime [step-by-step]

How to transfer a corporation to Texas from New York [step-by-step]

How to transfer an LLC from New York to Texas [step-by-step]

How to transfer a corporation to Texas [step-by-step]

How small business owners are transferring their LLCs to Texas [step-by-step]

How to legally move a company to Texas without starting over [step-by-step]

Transferring your business to Texas with no downtime [step-by-step]

How to transfer a corporation to Texas and keep the EIN [step-by-step]

How to transfer your LLC to Texas with no downtime [step-by-step]

How to move a company to Texas without disruption [step-by-step]

How to convert your company to Texas [step-by-step]

How to move your LLC or corporation to Texas from New York [step-by-step]

How to transfer a company to Texas: keep the EIN with no downtime [step-by-step]

How to transfer a corporation to Texas from New York [step-by-step]

How to transfer an LLC from New York to Texas [step-by-step]

How to transfer a corporation to Texas [step-by-step]

How small business owners are transferring their LLCs to Texas [step-by-step]

How to legally move a company to Texas without starting over [step-by-step]

Transferring your business to Texas with no downtime [step-by-step]

How to transfer a corporation to Texas and keep the EIN [step-by-step]

How to transfer your LLC to Texas with no downtime [step-by-step]

How to move a company to Texas without disruption [step-by-step]

How to convert your company to Texas [step-by-step]

How to move your LLC or corporation to Texas from New York [step-by-step]

Redomestication, also known as redomesticating, refers to the lesser-known legal process of transferring or moving the "home state" of an existing corporation, partnership, or LLC 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, CPA, Esq., M.S.T., LL.M., CMA, CFE, CIA, CRMA, CISA, CITP, FCPA, PFS, CFP

Texas destination-state requirements

A redomestication into Texas is governed by Chapter 10, Subchapters C and D, of the Texas Business Organizations Code together with the law of Alabama. The transaction requires a written Plan of Conversion, the approvals required by the governing documents and applicable law, a Certificate of Conversion, and, for a Texas filing entity, a Certificate of Formation. The Texas filing must be coordinated with the Alabama outbound instrument so the same corporation continues without interruption.

Tax considerations when moving a corporation from Alabama to Texas

Alabama taxes individual income at graduated rates from 2% to 5%, while its corporate income tax rate is 6.5%. An Alabama LLC can be disregarded, taxed as a partnership, or taxed as a corporation, depending on its federal classification and elections. Consequently, moving your corporation from Alabama to Texas requires comparing the owner's income tax with any separate business tax. An S corporation or partnership may also elect Alabama's entity-level pass-through tax; the Department of Revenue guidance explains the election and corresponding owner treatment. For tax years beginning in 2025, the election is made on the timely filed business return, including extensions.

The Alabama Business Privilege Tax applies separately from income tax and can affect LLCs as well as corporations. Act 2022-252 eliminated the filing and payment requirement for taxpayers whose calculated privilege tax is $100 or less for taxable years beginning after December 31, 2023. Larger liabilities remain subject to the applicable return and payment rules. A change of formation state therefore does not, by itself, establish that no Alabama privilege tax is due.

Alabama's general state sales tax is 4%, with additional county and municipal taxes. A recent change matters for food retailers: the state grocery tax rate fell to 2% on September 1, 2025. Local rates and special business classifications must be checked separately. Alabama does not currently impose a separate estate or inheritance tax, but property taxes and local business licenses still depend on where property and operations are located.

For a redomestication, identify the Alabama revenue, employees, and assets that will remain after closing. Continuing Alabama business can preserve income-tax nexus, sales-tax collection, or payroll obligations even when the legal domicile changes. The owner's personal move is a separate residency question. Have the tax adviser distinguish final returns from continuing nonresident or foreign-entity returns and document the effective date before closing Alabama tax accounts.

For an Alabama retailer or service business, compare the municipality's license and occupational-tax requirements with the destination locality. A lower state income-tax rate may be offset by local charges, and taxes connected to an Alabama location can continue after conversion.

Texas imposes no individual income tax and prohibits a tax on individuals' net income under Texas Constitution article VIII, section 24-a. Texas also has no conventional corporate net income tax. Its franchise tax, however, applies to many corporations, LLCs, and other taxable entities, including businesses treated as pass-through entities for federal income-tax purposes. A federal S corporation election or partnership classification does not, by itself, exempt the business from Texas franchise-tax law.

For 2026 and 2027 report years, the franchise-tax no-tax-due threshold is $2.65 million in annualized total revenue. The general rates are 0.375 percent for qualifying retail or wholesale businesses and 0.75 percent for other businesses, applied to the taxable margin apportioned to Texas. Eligible businesses with no more than $20 million in annualized revenue can use the EZ computation at 0.331 percent, subject to its separate rules. The Texas Comptroller's franchise-tax guidance provides the current thresholds and methods. The threshold is not a deduction from taxable margin and does not establish that all income above it is taxed at the general rate. The compensation deduction limit is $480,000 per person for these report years. Compare the available margin methods using the business's actual revenue, eligible costs, compensation, and Texas apportionment before choosing a computation method.

Businesses at or below the revenue threshold generally no longer file a No Tax Due Report for report years 2024 and later, but an applicable Public Information Report or Ownership Information Report remains required. The ordinary annual deadline is May 15. Texas's state sales tax is 6.25 percent, with local taxes bringing the combined rate as high as 8.25 percent. Sales-tax, unemployment, property-tax, and licensing obligations may continue even when no franchise tax is payable. Texas has no current separate estate or inheritance tax.

Redomesticating a corporation from Alabama to Texas changes its governing jurisdiction. Actual tax savings depend on the owners' residence, the company's classification, and the location of its operations and receipts. Continuing employees, property, inventory, or qualifying sales in Alabama can preserve that state's filing and payment obligations. Do not close an account merely because the Texas conversion documents have been accepted.

South Dakota v. Wayfair, Inc., 585 U.S. 162 (2018), permits sales-tax nexus without the former physical-presence prerequisite. 15 U.S.C. § 381 instead provides limited net-income-tax protection for specified solicitation of tangible-goods orders. Wisconsin Department of Revenue v. William Wrigley, Jr., Co., 505 U.S. 214 (1992), interprets that protection. These authorities address different taxes and activities. Review nexus separately for each state, including remote sales and post-move operations, before projecting that redomestication will eliminate a former state's tax burden.

Specific legal requirements to transfer a corporation to Texas from Alabama

Alabama has state-specific statutory, approval, filing, fee, and sequencing requirements that must be coordinated with Texas law. The requirements below are the origin-state requirements applicable to this transaction.

1. Alabama permits an outbound business conversion, but the destination must authorize it. The framework in Ala. Code § 10A-1-8.01 and § 10A-1-8.04 allows an Alabama entity to continue under another jurisdiction's law when the applicable requirements are met. For your corporation, identify whether the transaction keeps the same entity type or also changes that type. An Alabama LLC becoming a Texas LLC and an Alabama corporation becoming a Texas corporation require the relevant entity-specific approval rules as well as the general conversion provisions. A destination filing that creates an unrelated new company does not establish continuity merely because the name and owners are the same.
2. Use the current statutory subsections. Alabama amended its entity statutes through Act 2025-281, House Bill 200. In the current version of § 10A-1-8.01, subsection (e) addresses amendment or abandonment, subsection (f) addresses effectiveness, and subsection (g) addresses the conversion's legal effects. Older materials placing continuity in subsection (e) should be updated. The amended plan provision also clarifies that specified disclosure schedules need not accompany the plan when it is approved. That flexibility does not remove the required transaction terms or the obligation to obtain the approvals applicable to the entity.
3. Prepare a written Plan of Conversion. Under § 10A-1-8.01(a), the plan identifies the converting entity's name, type, principal-office mailing address, and Alabama identification number, if assigned. It identifies the resulting entity and its principal-office mailing address, states the conversion terms, and includes the resulting organizational documents. Describe exactly how membership interests or shares will be treated. If each owner will retain the same percentage and economic rights, state that treatment expressly and reconcile it with the destination operating agreement or charter. If consideration changes, specify the cash, interests, or other property involved and identify any conditions to closing.
4. Apply the approval rule for the actual entity. Section 10A-1-8.01(c) directs business corporations to Chapter 2A and LLCs to Chapter 5A; it does not create one universal majority vote for every Alabama business. Review the governing documents for additional approval requirements and record the provision used. The members' or shareholders' approval should cover the destination documents as well as the change of state. Separately identify any owner who will acquire personal liability after conversion and obtain the written consent required by the applicable law. For a corporation, evaluate the appraisal-rights provisions identified by the statute before sending notices or collecting shareholder consents.
5. Select the Alabama form according to the business's continuing Alabama activity. The official Domestic Entity Conversion to Non-Registered Foreign Entity form is for an entity that will no longer transact business in Alabama. It is expressly a termination of domestic status, not a registration to continue Alabama business as a foreign entity. Its certification that the entity has stopped transacting business must be accurate. If your corporation will continue operating in Alabama, use the Secretary of State's corresponding registered-foreign conversion procedure, available through the business entity forms page. Decide this before the filing package is signed, based on the actual post-closing operations.
6. Follow the destination-first requirement in the non-registered form. The Alabama filing instructions require the filer to certify that the conversion has been effectuated in the destination jurisdiction before the Alabama filing or its stated effective date. Coordinate the acceptance evidence and effective time with Texas before making that certification. The Alabama statement identifies the entity before and after conversion, the destination jurisdiction, the resulting principal-office addresses, and the destination effective date. The Alabama identification number is the state-assigned entity number, not the federal EIN. Use the legal name exactly as shown in the state record, including any changes necessary to satisfy destination naming rules.
7. The statement must preserve owners' access to the plan. § 10A-1-8.01(d) requires a statement that the converted entity will furnish a copy of the Plan of Conversion without charge on request to an owner of either the converting or converted entity. Keep the executed plan at an accessible location after the Alabama office closes and identify the person authorized to respond. Reconcile this recital with any confidentiality provision in the plan; a private instruction to withhold the entire document should not contradict the statutory access statement. The public filing also requires confirmation that the conversion was approved as required by the destination's governing statute. Obtain the supporting destination acceptance and approval evidence before making that certification.
8. Budget the actual state filing charge and execution requirements. The published non-registered conversion form lists a $100 Alabama filing fee. Destination fees, certification, and optional service charges are additional costs, not part of that base fee. The form must be typed and signed by an authorized person under the applicable execution rules. Follow the current instructions for the chosen submission method and include the required copies and return materials for a mailed filing. Retain the complete signed version and proof of delivery. An accepted payment or delivery receipt is not equivalent to a file-stamped conversion showing that the Secretary of State has accepted the document.
9. Preserve a reliable address for old Alabama obligations. The non-registered filing requests a physical and mailing address for the resulting entity, and § 10A-1-8.04(b) preserves a route for enforcement of obligations arising before conversion and applicable dissenters' rights. Use an address that will actually be monitored after the move. A former office that will close immediately is a poor choice. Assign responsibility for forwarding legal notices, updating the address when necessary, and retaining communications received after closing. The disappearance of Alabama domestic status does not eliminate an existing claim or prevent service relating to it.
10. The conversion preserves the business's property and liabilities. Under § 10A-1-8.01(g), property and contract rights remain vested in the converted entity, debts continue, and creditor liens are not impaired. Pending proceedings can continue, and conversion generally does not require a liquidation or distribution of assets. The statute also preserves the original commencement date and the law applicable to pre-conversion matters. These provisions support continuity of the entity; they do not promise that a lender, licensing board, or federal tax authority will disregard the change for every purpose. Document both Alabama's continuity rule and the corresponding effect provision in Texas.
11. Address Alabama real estate and private consents before closing. Section 10A-1-8.01(i) permits recording a certified conversion statement with the probate judge in a county where the entity owns real property. It provides a $5 recording charge without deed or transfer tax for that filing, and failure to record does not defeat the converted entity's title. Discuss the record with the title company or lender so the public chain of title remains understandable. Review leases, loan covenants, and insurance for provisions specifically covering conversion, change of jurisdiction, or required notice. Statutory continuity does not supply a missing contractual consent or revise a policy's named-insured information.
12. Coordinate any amendment or abandoned closing. Before effectiveness, the plan can be amended or abandoned as permitted by the plan or by the approval procedure supplied by the statute. The written closing instructions should name the person authorized to respond if Texas rejects its filing or asks for a substantive change. A change in ownership consideration or destination governing documents may require renewed approval. Do not allow an administrative correction to rewrite an approved economic term. Reconcile the two jurisdictions' accepted records, the effective date, and the ownership ledger before issuing new evidence of ownership or representing that the conversion has closed.
13. Confirm whether the Alabama entity number continues. § 10A-1-8.01(g)(11) preserves the state-assigned identifying number when the resulting entity is Alabama domestic or registers to transact business in Alabama within 30 days after conversion. That specific rule can matter where an Alabama company changes formation state but retains local operations. It is distinct from retaining a federal EIN. Coordinate the registered-foreign route and its timing so the state record can be connected to the original entity. Preserve copies of the pre-conversion record and the accepted post-conversion registration, and reconcile the number used in vendor and banking records. This also helps distinguish an actual continuation from a separate newly formed company with a similar name. If the destination changes the company's legal name, retain the approved name-change evidence with the conversion record.
14. Complete Alabama tax and registration work after acceptance. If business continues in Alabama, determine whether the converted entity needs foreign qualification and an Alabama registered agent. If Alabama operations end, review final income-tax and Business Privilege Tax obligations with the Alabama Department of Revenue, and close sales-tax and employer accounts only when their separate rules permit. The Alabama conversion form does not close those accounts. Keep the signed plan, approvals, accepted filings, tax correspondence, and any real-estate recording in a permanent closing file. Record who will handle remaining notices and the first annual compliance deadlines in Texas.

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