How to Transfer or Move a Corporation from Connecticut 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 Connecticut. 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 Connecticut outbound instrument so the same corporation continues without interruption.

Tax considerations when moving a corporation from Connecticut to Texas

Connecticut's individual income-tax rates range from 2% to 6.99%. The two lowest rates were reduced beginning in 2024, although recapture and phaseout rules limit the benefit at higher incomes. Ordinary LLC or S corporation income generally passes through to its owners, but Connecticut's pass-through entity tax is available as an annual election. Since 2024, the 6.99% PTE tax has been elective rather than mandatory. Nonresident composite-return obligations require a separate review.

The Corporation Business Tax generally uses a 7.5% income rate. A 10% surcharge on the calculated tax continues through income years 2026, 2027, and 2028 under the 2025 legislation. It generally affects corporations with at least $100 million in annual gross income and members of combined unitary groups, subject to the statutory minimum-tax exception. Where applicable, the surcharge makes the income-based rate 8.25% before credits. The alternative capital base and minimum tax can also matter; applying 7.5% to accounting profit does not produce a complete liability estimate.

Connecticut's general sales and use tax rate is 6.35%, with no additional municipal sales tax. Certain transactions have higher special rates. Real and personal property taxes are assessed locally, so the municipality and property classification can matter as much as the state income-tax rate when evaluating a business relocation.

Connecticut also imposes an estate and gift tax. The 2026 exemption is $15 million, and the tax rate above the applicable threshold is 12%, subject to the statutory tax cap. The state gift tax is relevant to owners transferring business interests as part of succession planning; moving the company alone does not change the donor's residence or the location of taxable property.

When redomesticating your corporation from Connecticut to Texas, separate the legal move from the end of Connecticut operations. Connecticut-source income, employees, or taxable sales can require continuing returns. Coordinate final or continuing DRS filings with the accepted domestication and retain the records supporting owner residency and business-income allocation.

A corporation near the surcharge threshold should test annual gross income and combined-group membership separately; the same reported net profit can produce different surcharge treatment.

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 Connecticut 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 Connecticut 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 Connecticut

Connecticut 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. Connecticut's Entity Transactions Act authorizes same-type outbound domestication. Under Conn. Gen. Stat. § 34-641, a domestic entity can become an entity of the same type under another jurisdiction's law if that jurisdiction authorizes domestication. The provisions are in Chapter 616, rather than being limited to the Connecticut Uniform Limited Liability Company Act. They can apply to both an LLC remaining an LLC and a corporation remaining a corporation. A simultaneous change of entity type uses the conversion provisions instead. Confirm the route allowed by Texas before approving your corporation's move or submitting a formation document that might create a separate company.
2. Use the current name of the public filing. Connecticut now calls the instrument a Certificate of Domestication. Public Act 24-70 amended §§ 34-644 through 34-646 in 2024 to replace references to a statement with a certificate and clarify the service provision for a resulting foreign entity that is not qualified in Connecticut. The Secretary of the State publishes a Certificate of Domestication form. The change in terminology should be reflected in the plan and filing instructions, especially where an older template still calls the document a statement. It does not eliminate the substantive approval and destination-law requirements.
3. Prepare the plan and destination governing documents together. Conn. Gen. Stat. § 34-642 requires a recorded Plan of Domestication identifying the entity before the move and the resulting name and jurisdiction. It must state how interests will be converted, include the proposed public organic document, and contain the full text of private organic rules proposed to be recorded. For an LLC, review the destination operating agreement against the existing member ledger. For a corporation, review the charter and bylaws together. Describe changed voting or economic rights expressly, even if the owners and their percentage holdings will remain the same.
4. Approval depends on the governing documents and entity type. Conn. Gen. Stat. § 34-643 first applies the organizational rules for domestication. If there is no such provision, it looks to the applicable merger rules, including a shareholder-approved merger for a business corporation, and then the statutory fallback. The law also addresses recorded consent from an owner who will acquire personal liability, with a specified exception for certain noncorporate entities. Retain the provision used, the notices and consents, and the approved plan. A manager or officer who signs the certificate must still be supported by the required internal approval.
5. Review older agreements for merger restrictions. Under § 34-641(d), a qualifying protected agreement's merger provision can apply to domestication even if it does not mention domestication, until the provision is amended as described by the statute. This matters for a longstanding shareholder or operating agreement containing consent or veto rights. Review the actual agreement and its history rather than assuming that silence on the word domestication means no restriction exists. If a third-party consent is required, obtain it before the closing condition is satisfied. Preserve the consent with the plan and identify the version of the destination documents it covers.
6. Complete the certificate under § 34-645. The statute requires the current name, entity type, and jurisdiction, the resulting name and jurisdiction, and the appropriate approval recital. If the domesticated entity will be foreign and unqualified in Connecticut, include the mailing address for process served on the Secretary of the State. Destination formation attachments required for an entity becoming Connecticut domestic should not be confused with an outbound filing's requirements. The published form lists a $100 certificate filing fee. Additional destination documents or foreign-registration filings can have their own charges, so confirm the total for the actual transaction.
7. Coordinate the filing date and any delayed effectiveness. § 34-645(b)(3) permits a delayed date and time no later than 90 days after filing. Match that date to the destination's permitted effective time and any evidence it requires. The certificate is signed on behalf of the domesticating entity; include the signer's authority in the internal closing record. Verify all names and entity types before submission, including any new name required in Texas. Keep the file-stamped records together. A filing-office receipt or a certificate prepared for signature is not evidence that the legal domestication has become effective.
8. Provide for changes and abandonment before closing. § 34-644 permits amendment under the plan or the original approval method, while preserving owners' rights to approve specified changes to consideration or governing documents. An approved plan can be abandoned before the certificate becomes effective. If the certificate has already been filed, a Certificate of Abandonment must be filed before that time. Identify who will make the filing if the destination rejects its document or a closing condition fails. Do not assume that an internal decision to stop automatically cancels a public filing with a future effective date.
9. The same entity continues with its existing liabilities. § 34-646 provides continuity without interruption, preserves property without assignment, and continues the business's liabilities. Domestication does not require winding up or cause dissolution. It also preserves a route for service on a resulting foreign entity and applicable appraisal rights. Review leases, credit agreements, and insurance for notice or consent provisions covering a change of jurisdiction. Statutory continuity does not itself resolve whether a professional license requires an amendment or whether a federal tax election needs attention. Record those determinations before advising counterparties that every registration will continue unchanged.
10. Connecticut reports are annual, not biennial. LLCs and business corporations generally have annual-report obligations, although their filing windows and fees differ. Keep the applicable report and registered-agent information current while the entity remains on the Connecticut domestic record. Obtain a certificate of legal existence or other status evidence if required by Texas; that requirement cannot be determined solely from Connecticut's form. If the converted entity will continue Connecticut business, review foreign qualification and the continuing report calendar. Preserve a monitored service address even if the operating office moves, so notices about pre-domestication obligations are received and handled promptly.
11. Preserve the owners' rights after the governing law changes. § 34-646(a)(8)-(9) makes the approved recorded private governing rules binding and converts the interests as approved, while preserving applicable appraisal rights. An owner does not avoid an approved destination agreement merely by declining to sign a separate copy after closing. Conversely, the filing should not be used to introduce an agreement that differs from the approved plan. Reconcile the effective operating agreement or bylaws with the final approval before distributing the closing record. Keep the prior ownership ledger so the treatment of each existing interest can be traced into the destination entity.
12. Coordinate the tax and operational closeout. Moving your corporation from Connecticut to Texas does not automatically close Connecticut DRS accounts or end tax on Connecticut-source income. Determine whether corporate, pass-through, sales-tax, or employer filings continue. If operations cease, use the actual cessation date and applicable return rules when marking accounts final. Update title and financing records where Connecticut assets remain in the business, and provide the accepted documents to banks that require them. The permanent file should include the plan, approvals, accepted certificates, status evidence, and outstanding-notice schedule, with responsibility assigned for the destination's first annual report.

No sales call required. 📞 Optional: Book a Call Now

See Exact Price and Get Started