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

Tax considerations when moving a corporation from Maine to Texas

Maine's individual income-tax base rates range from 5.80 percent to 7.15 percent. A new 2 percent surcharge applies for tax years beginning January 1, 2026 to Maine taxable income above $1 million for single filers, $750,000 for married separate filers, and $1.5 million for joint and head-of-household filers. The top combined marginal rate is therefore 9.15 percent. The revised 2026 rate schedule includes the thresholds, which become inflation-adjusted in 2027. Corporate income tax ranges from 3.50 percent on the first $350,000 to 8.93 percent above $3.5 million, with intermediate brackets in the corporate guidance.

Maine also enacted a 7.15 percent elective pass-through entity tax for tax years beginning in 2026. Qualified members receive a refundable credit equal to 90 percent of allocated tax paid, under the 2026 legislative summary. The entity election and an owner's surcharge require separate calculations.

Maine's general sales tax is 5.50 percent, without general local additions. The 2026 sales-tax expansion covers additional digital and streaming services. Maine retains an estate tax with a $7.16 million exclusion for 2026 and rates of 8, 10, and 12 percent, but no separate inheritance tax. For a corporation redomesticating from Maine to Texas, compare the new surcharge and PTE election using actual owner residence and business activity. Retained Maine-source income or Maine-situs property can preserve obligations after the company changes its formation state.

Nonresident-member withholding may also be required on retained Maine-source income. The state's updated withholding guidance includes the surcharge in the relevant owner calculations and distinguishes these payments from employee withholding.

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 Maine 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 Maine 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 Maine

Maine 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. Maine authorizes an LLC to redomesticate through conversion and a corporation through a separate domestication procedure. An LLC follows 31 M.R.S. 1645 through 1648 and files a Statement of Conversion. A corporation follows 13-C M.R.S. 921 through 925 and uses Articles of Charter Surrender for the outbound filing. Maine's definition of an other organization includes the relevant foreign LLC, so an LLC remaining an LLC can use the conversion framework when the destination permits it. Confirm the entity type and destination authority before preparing the corporation move from Maine to Texas; the corporate and LLC forms are not interchangeable.
2. The LLC Plan of Conversion must identify the business before and after the transaction. 31 M.R.S. 1645 requires a record describing the existing and resulting names, jurisdictions, and organizational forms, together with the transaction terms and treatment of ownership interests. It also addresses the resulting organizational documents. Specify how each membership interest continues or is exchanged, and approve the destination operating agreement. If the business will retain its name and all ownership percentages, state those facts in the plan while still identifying the new governing jurisdiction. An existing Maine operating agreement should not simply be assumed to satisfy the destination's governing-document requirements without review.
3. The LLC approval baseline is consent of all members. 31 M.R.S. 1646 supplies the approval rule, to be read with the operating agreement and the Act's permitted variations. The same section addresses amendment or abandonment before the Statement of Conversion is delivered for filing. Identify the person authorized to release the documents and the procedure for any change to the approved plan. A proposed change that alters ownership economics should return to the appropriate decision makers. Document any owner who could acquire personal liability under the destination structure, rather than treating a general management authorization as sufficient protection for that separate consequence.
4. The LLC Statement of Conversion has destination and service information requirements. 31 M.R.S. 1647 requires the prescribed names and organizational information, approval statements, and the effective date. The resulting foreign organization's principal-office address is important because a foreign entity not authorized to transact business in Maine must acknowledge service through certified mail under the statute. The outbound transaction becomes effective as provided by the destination's law. The Maine statement and destination filing should therefore be reconciled before submission, and the closing file should establish the destination's accepted effective time. Preserve proof of delivery and the accepted documents instead of relying only on an application's requested date.
5. Use Maine Form MLLC-CONV for an LLC conversion. The official Statement of Conversion lists a $175 fee when the result is a foreign LLC. Its fee table varies with the resulting entity form, so a different conversion should not automatically use the foreign-LLC amount. The form also explains destination-law compliance and the information required when the resulting entity is not filing a Maine formation document. Its published expedited-service options add $50 for next-business-day service or $100 for same-business-day service. Destination fees and professional charges remain additional. Identify the resulting entity type when obtaining the filing quote.
6. A corporation adopts a Plan of Domestication under 13-C M.R.S. 921. The corporate authorization statute requires destination-law authority and the prescribed plan terms. Section 922 requires board and shareholder action, including notice to all shareholders when approval is sought at a meeting. The default shareholder threshold is a majority of all votes entitled to be cast, subject to permitted charter variations and applicable additional voting groups. Section 922 also provides a unanimous written-consent route, including nonvoting shareholders, with specified procedural effects. Review these alternatives against the actual capital structure instead of importing the LLC's approval language.
7. The corporation's outbound document is Articles of Charter Surrender under 13-C M.R.S. 924. The charter-surrender statute requires the corporate name, approval information, and destination jurisdiction. Maine's corporate forms and fees directory lists Form MBCA-19A and a $90 fee. Form MBCA-19 concerns an incoming domestication and should not be used for an outbound surrender. The destination law governs the outbound transaction's effects, while section 925 preserves Maine service and payment obligations for shareholders exercising applicable appraisal rights. The closing analysis should address those rights before filing.
8. Review current status and the certificates required by the destination. Confirm the Maine entity's exact name and annual-report history, and resolve any administrative dissolution or other status issue before fixing a closing date. The outbound statutes should not be paraphrased as eliminating all possible requests for a good-standing certificate: a destination agency or lender may require recent evidence even when the Maine filing does not list it as an attachment. Order the correct document for its actual recipient and required age. Keep the Maine entity record separate from Maine Revenue Services tax accounts, because corporate registry status does not establish that every business-tax return or payment is current.
9. LLC conversion preserves the same entity without an asset-by-asset conveyance. 31 M.R.S. 1648 continues property and liabilities and addresses pending actions and owner interests. A direct conversion should not be preceded by an unnecessary liquidation of the operating LLC. Nevertheless, examine contracts that expressly require consent to conversion or a change in governing jurisdiction. Regulated licenses may require notices or approvals under their own rules, and banks may require the accepted conversion evidence before changing account records. Federal tax classification and EIN treatment are separate matters; state-law continuity is not a universal promise that every additional ownership or tax change at closing is neutral.
10. Maine enacted a new tax election relevant to a 2026 departure. The 2026 tax-law summary describes the elective 7.15 percent pass-through entity tax for tax years beginning January 1, 2026, with a 90 percent refundable credit for qualified members. Determine whether the entity elects for a year containing the move and whether Maine-source activity continues afterward. Separately, Maine's 2026 estate-tax exclusion is $7.16 million. An owner's personal Maine domicile and Maine-situs property should be evaluated independently of the company's formation state. These tax questions do not change which LLC or corporate conversion document is required.
11. Finish with the continuing registrations and a complete closing record. A Texas entity maintaining Maine operations should evaluate foreign qualification and continued registered-agent coverage; the special statutory service procedure is not ordinary permission to conduct business. File final tax returns and close accounts only when the corresponding Maine obligations end. Retain the approved plan and governing documents with the required owner approvals, accepted Maine and destination filings, and any lender or licensing consents. Record the effective time and assign responsibility for the first destination report. Where the company remains active in Maine as a foreign entity, calendar its continuing Maine filing as well so that the public record reflects the post-conversion business accurately.
12. Older corporate agreements deserve an additional check. Section 921 addresses specified pre-July 1, 2003 provisions referring to merger that can apply to domestication. Review longstanding shareholder or financing provisions under that rule instead of assuming that an agreement's silence about the word domestication eliminates its protection.
13. The revised 2026 individual rate schedule also includes a new 2 percent surcharge above $1 million for single filers, $750,000 for married separate filers, and $1.5 million for joint or head-of-household filers. This raises the top combined marginal rate to 9.15 percent.

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