How to Transfer or Move a Corporation from Florida to Texas

How to transfer your company to Florida and keep the EIN with zero downtime [step-by-step]

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

How to move a corporation from Illinois to Florida [step-by-step process]

How to transfer an Illinois LLC to Florida and keep the EIN [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]

Attorney and CPA: How to transfer a corporation to Florida from Georgia [step-by-step]

Attorney and CPA: How to move an LLC from Georgia to Florida [step-by-step]

How to transfer a corporation out of New York to Florida [step-by-step]

How to transfer an LLC out of New York to Florida [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 transfer your company to Florida and keep the EIN with zero downtime [step-by-step]

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

How to move a corporation from Illinois to Florida [step-by-step process]

How to transfer an Illinois LLC to Florida and keep the EIN [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]

Attorney and CPA: How to transfer a corporation to Florida from Georgia [step-by-step]

Attorney and CPA: How to move an LLC from Georgia to Florida [step-by-step]

How to transfer a corporation out of New York to Florida [step-by-step]

How to transfer an LLC out of New York to Florida [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]

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 Florida. 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 Florida outbound instrument so the same corporation continues without interruption.

Tax considerations when moving a corporation from Florida to Texas

Florida has no individual income tax, making the owner's actual residence an important part of a relocation analysis. An LLC taxed as a partnership or disregarded entity generally passes ordinary income through to its owners, but an LLC electing corporate treatment can owe Florida corporate income tax. Federal S corporation status also does not eliminate tax on every special category of corporate income.

Florida's corporate income-tax rate is generally 5.5%, after the applicable $50,000 Florida exemption. The Florida Income Tax Code explains which entities must file and how income is allocated or apportioned. Moving a corporation from Florida to Texas does not erase Florida-source income or automatically change a federal tax election.

Florida's general sales tax is 6%, with additional discretionary county surtaxes on covered transactions. A significant recent change is the repeal of sales tax on commercial real-property rentals effective October 1, 2025. The repeal also removed the associated discretionary surtax on those rentals. It does not generally eliminate taxes on transient accommodations or other separately taxable rental categories, so a hotel, parking operation, or storage business needs its own classification review.

Florida currently imposes no separate estate or inheritance tax. Property taxes are local, and homestead relief depends on qualifying personal ownership and residence; a business conversion does not automatically qualify property for that relief. Real estate retained in Florida remains subject to Florida property-tax rules.

Before an outbound conversion, determine whether Florida employees, inventory, or continuing taxable sales will preserve registration and return requirements. Coordinate the corporate return, sales-tax account, and reemployment-tax filings with the actual operational move. The owner's domicile and the company's formation state are distinct facts, and each should be supported by its own records.

Federal built-in-gains or excess net passive income can require special review for an S corporation.

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 Florida 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 Florida 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 Florida

Florida 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. Florida's outbound terminology depends on the entity type. An LLC moving to another U.S. state uses conversion under Fla. Stat. § 605.1041(1)(b), which expressly permits a Florida LLC to become a foreign LLC or a different type of foreign entity when destination law authorizes it. A Florida corporation remaining a corporation uses domestication under §§ 607.11920-607.11924. The LLC domestication provisions beginning at § 605.1051 address a non-U.S. entity becoming a Florida LLC; they are not the ordinary outbound interstate LLC route. Confirm which procedure applies to your corporation before preparing the plan and forms.
2. Build the LLC's written Plan of Conversion. Fla. Stat. § 605.1042 requires the current LLC name and the name, jurisdiction, and type of the converted entity. It also requires the manner and basis of converting interests and rights to acquire interests, the proposed public organizational record, and the full text of the recorded private governing rules. Include the destination operating agreement and explain any changed ownership rights. Identify the conversion conditions and the persons authorized to implement them. A simple same-owner move should still specify that the members' percentages and economic interests continue and reconcile that statement with the destination documents.
3. Florida's LLC approval rule is based on interests, not an automatic unanimity requirement. Under § 605.1043, the statutory rule requires a majority-in-interest of members entitled to vote, with the operating agreement and other applicable requirements also reviewed. Separate recorded consent is addressed for a member who would acquire personal liability, subject to the statutory exception. If approval is submitted at a meeting, the statute requires written notice between 10 and 60 days before the meeting, including the plan and applicable appraisal-rights information, unless properly waived. Preserve the notices or waivers with the signed approval and the version of the plan actually approved.
4. File current LLC Articles of Conversion and supplement an older form where necessary. § 605.1045 requires the parties' identifying information and the approval recital. For a resulting foreign entity without Florida authority, the current statute requires both a mailing address and an email address for process-related communications. The published CR2E106 LLC conversion packet lists a $25 filing fee but is an older template; compare it with the current statute rather than assuming every required field appears on the form. Include the statutory agreement to pay applicable appraisal amounts and any permitted delayed effective date. Destination formation attachments must match the actual outbound transaction.
5. A same-type corporate move requires a Plan of Domestication. Under § 607.11920, the plan identifies both corporations and the destination jurisdiction, explains the reclassification of shares and rights to acquire shares, and includes the written destination governing rules. Section 607.11921 requires board adoption and shareholder approval, with the prescribed notice, quorum, and voting-group analysis. Review any greater charter requirement and separate consent where a shareholder would acquire personal liability. A protected agreement containing a merger restriction can also affect domestication under the statute. The corporate plan should explain changed charter rights before shareholders approve the move.
6. Use Articles of Domestication for the corporation's same-type outbound filing. § 607.11922 requires the domesticating and domesticated corporations' names and jurisdictions and a statement that the plan was approved as required. The CR2E104 packet citing § 607.11933 is a corporate conversion packet and should not be treated as the automatic form for a corporation remaining a corporation. Prepare the articles under the correct statute and confirm the submission requirements with the Division of Corporations. For an outbound corporate domestication, effectiveness is the later of the destination-law effective time and the Florida articles' effective time.
7. Keep annual reports current through the conversion year. For LLCs, § 605.0212(10) addresses the active and current status required for conversion. For a corporation's outbound domestication, § 607.1501(12) requires the domestic corporation to be active and current in annual-report filings through December 31 of the calendar year in which the articles are submitted. Check the actual Sunbiz record and resolve any administrative dissolution or missing report before closing. Obtain certified status evidence if Texas requires it. The absence of a universal Florida tax-clearance attachment does not eliminate another jurisdiction's requirement for a recent certificate.
8. Separate annual-report charges from transaction fees. The Sunbiz fee schedule lists the applicable entity and filing charges. Florida LLC annual reports generally cost $138.75 and profit-corporation annual reports $150; a $400 late fee applies after the May 1 deadline. Those recurring charges are distinct from a conversion or domestication filing and from destination fees. Confirm the appropriate corporate domestication charge when preparing the custom filing rather than carrying over a price for a different transaction. Review the effective date before the next reporting cycle and keep the accepted filing as evidence of when Florida domestic status ended.
9. Review protected agreements before deciding that no third-party vote is needed. § 605.1041(4) can apply a protected agreement's merger provision to an LLC conversion even if it does not use the word conversion, until the provision is amended as described in the statute. The corporate domestication provision in § 607.11920(6) contains a related rule tied to qualifying agreements and the January 1, 2020 transition. Read the agreement and its amendment history, particularly where an investor or lender has a merger-consent right. Identify that consent as a closing condition rather than relying only on the member or shareholder vote. Keep the written consent with the version of the plan it approves.
10. Provide for amendment or abandonment before effectiveness. LLC plans are governed by § 605.1044; corporate domestication plans use § 607.11923. Both protect owners against specified changes to consideration or governing documents without the appropriate renewed approval. If a filed transaction is abandoned before its delayed effective time, deliver the required abandonment statement before that time. Identify the person responsible and the deadline in the closing instructions. A destination office's request to revise a name may be straightforward, but a requested change to liability or ownership rights should be reviewed as a substantive plan amendment.
11. Analyze continuity under the correct effect provision. Corporate domestication under § 607.11924 continues the same corporation without interruption and preserves property, contracts, and liabilities. For an LLC, § 605.1046 addresses the effects of conversion and preserves enforcement of existing obligations; its detailed inbound property provisions should be read with the destination law for an outbound move. Neither transaction should be described as eliminating creditors or personal guarantees. No separate winding up is required merely to complete the statutory transaction. Review federal tax elections and EIN treatment separately, particularly when entity type or ownership changes along with domicile.
12. Make the appraisal review part of the approval process. § 605.1043(5) requires the LLC meeting materials to include the applicable statements about appraisal rights. The corporate statute likewise preserves applicable shareholder appraisal rights in the domestication's effects. Determine availability and the required notices before collecting approvals; it is harder to repair an omitted owner notice after the filing has become effective. Where no appraisal right applies, record the basis for that conclusion. Where one does apply, preserve the notices, delivery dates, and any responses and assign responsibility for the payment process. The outbound filing does not extinguish a properly preserved appraisal claim merely because the business now has a destination charter.
13. Address retained Florida real estate and private consents. Sections 605.1045(5) and 607.11922(7) permit certified copies of the relevant articles to be recorded in a Florida county where the entity holds real property. Coordinate that evidence with the lender or title company. Review loan and lease provisions specifically addressing conversion, domestication, or change of jurisdiction, and obtain required written consents. Update insurance and licensing records where necessary. The public filing establishes the entity transaction; it does not independently amend a private contract or demonstrate that every permit remains valid under the destination's law.
14. Finish the Florida tax and registration decisions. If your corporation continues Florida business after moving from Florida to Texas, review foreign authority and the ongoing registered-agent and annual-report requirements. Continuing Florida sales, payroll, or corporate income can require further returns. If operations end, coordinate final returns and account closure with the actual cessation of activity rather than assuming the charter move performs that work. Preserve the approved plan, notices, accepted filings, destination evidence, and consent schedule in the permanent closing file. Assign responsibility for remaining appraisal or creditor notices and calendar the first report due in Texas.

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