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

Tax considerations when moving a corporation from Massachusetts to Texas

Massachusetts generally taxes individual ordinary income and long-term capital gains at 5.00 percent. An additional 4 percent surtax applies above $1,107,750 of taxable income for 2026; the threshold is adjusted annually. Short-term capital gains generally face an 8.50 percent base rate before any surtax. The official tax-rate schedule distinguishes these income categories. Massachusetts also imposes a corporate excise with an 8.00 percent income measure, generally a $2.60-per-$1,000 non-income measure based on taxable tangible property or net worth, and a $456 minimum. S corporations can owe the non-income measure and minimum excise even when ordinary income passes through to shareholders. Additional S corporation income measures generally apply when total receipts reach $6 million, with a higher rate at $9 million, subject to the applicable aggregation rules.

Massachusetts expanded its elective pass-through tax regime in 2026. Eligible entities may elect the existing chapter 63D excise at 5.00 percent, the new chapter 63E excise at 4.00 percent on each qualified member's attributable income above the surtax threshold, or both. Qualified members generally receive credits equal to 90 percent of their allocated excise paid. The new chapter 63E election was enacted in St. 2026, c. 101 and applies to tax years beginning January 1, 2026. The updated PTE excise guidance explains the elections and new Form 63-ELT. An owner should not assume that federal pass-through status eliminates Massachusetts business taxes.

The general sales tax is 6.25 percent, without a general local sales-tax addition; separate local meals and room-occupancy taxes may apply. Massachusetts retains an estate tax for estates exceeding $2 million, but no separate inheritance tax. For a corporation redomesticating from Massachusetts to Texas, potential savings depend on Massachusetts-source income, continued business activity, and each owner's actual residence. Legal domestication alone does not remove the corporate excise or individual surtax from income that remains taxable in Massachusetts.

For ordinary nonfinancial S corporations, the additional income measure is generally 2 percent once receipts reach $6 million and 3 percent at $9 million. The corporate excise guide explains those thresholds and the separate non-income measure.

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 Massachusetts 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 Massachusetts 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 Massachusetts

Massachusetts 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. Massachusetts corporations can redomesticate directly, while an LLC generally uses an interstate merger for a same-type outbound move. A business corporation follows Mass. Gen. Laws chapter 156D, sections 9.20 through 9.24. An LLC's available merger route appears in chapter 156C, sections 59 through 62. The conversion provision in chapter 156C, section 69 addresses conversion into a Massachusetts LLC and does not supply general outbound same-type domestication authority. Identifying the existing entity type is therefore essential for a corporation moving from Massachusetts to Texas. The corporate charter-surrender procedure should not be combined indiscriminately with the LLC's merger procedure.
2. A corporation starts with a Plan of Domestication. Chapter 156D, section 9.20 permits a Massachusetts business corporation to become a foreign business corporation if destination law authorizes the domestication. The plan identifies the destination jurisdiction and name, describes the share treatment, and supplies the prescribed resulting organizational terms. Review the destination articles and bylaws against the existing share classes and investor rights. The corporation does not need to create a second destination corporation and merge into it merely to use this direct procedure. The destination's law governs the outbound domestication's effect, which should be addressed expressly in the closing analysis.
3. Corporate approval ordinarily requires board action followed by a two-thirds shareholder vote. Section 9.21 requires the board to adopt the plan and submit it to shareholders. The default approval threshold is two-thirds of all shares entitled generally to vote, together with two-thirds of shares in each required separate voting group. Permitted charter variations or additional requirements can change the result. Where approval occurs at a meeting, notice goes to all shareholders, including nonvoting holders, and includes the prescribed plan and resulting articles information. Record the actual voting groups and approval totals, and evaluate applicable appraisal rights before releasing the public filing.
4. The direct corporate outbound filing is Articles of Charter Surrender. Section 9.23 requires the corporate name, the statement connecting the surrender to domestication, approval information, and the destination jurisdiction. An officer or other duly authorized representative executes the articles. The Secretary of the Commonwealth's fee schedule lists a $250 filing fee for corporate charter surrender. Destination filing charges and professional services are additional. This statutory surrender accompanies the corporation's continuation under destination law; it is not a general instruction to dissolve the business or a mechanism unique to Massachusetts among all states.
5. Corporate annual-report history is a concrete prefiling requirement. The Corporations Division's domestic-corporation filing guidance requires the reports owed for the preceding ten fiscal years before charter surrender. Its instructions also address when the current year's report is required, including the timing relative to the prior fiscal year and certain share issuances. Review that guidance against the actual corporation's history and reconcile any missing report before submitting the surrender. A recent status certificate requested by Texas or a lender serves a separate evidentiary purpose. It does not replace the required Massachusetts annual reports or demonstrate satisfaction of Department of Revenue liabilities.
6. An LLC can use a foreign surviving LLC under chapter 156C, section 59. The LLC merger authorization permits the relevant interstate structure when all participating organizations comply with their governing laws. For a relocation through a newly formed destination survivor, organize that company before closing and approve a written merger agreement. Identify the Massachusetts LLC as the nonsurvivor and describe how each membership interest converts into a destination interest or other consideration. Reconcile any initial destination membership with the interests created by the merger. Approve the survivor's operating agreement so that its ownership and distribution provisions accurately reflect the agreed post-closing arrangement.
7. The LLC's default vote is measured by unreturned contributions. Chapter 156C, section 60 generally requires approval by members owning more than 50 percent of unreturned contributions, with separate approval for each class or group when applicable, unless the written operating agreement provides otherwise. This is not automatically a headcount vote or a vote based on a generic percentage of profits. Section 60 also addresses the rights of objecting members and amendment or termination of the merger. Review those provisions and the operating agreement before assuming that an objector has either no rights or an unconditional corporate-style appraisal remedy. Obtain the destination survivor's own approval under its governing law.
8. The LLC public filing is a Certificate of Merger. Chapter 156C, section 61 requires the names and jurisdictions of participating entities, the survivor, approval information, and the prescribed information about the merger agreement. The certificate identifies where the agreement is kept and the right to obtain a copy without charge. A foreign survivor must address the required Massachusetts service arrangements. For a nonsurviving Massachusetts LLC, the certificate acts as its certificate of cancellation. Section 61's separate treatment of a final annual report for an association or trust should not be applied to the LLC. A corporate Articles of Charter Surrender is not an additional universal LLC-merger filing.
9. The merger fee and legal effect differ from corporate domestication. The LLC filing regulations provide a $100 LLC merger filing fee, with additional charges for other domestic participating entity types where applicable. Under chapter 156C, section 62, the survivor succeeds to property and liabilities and creditor rights remain protected. The nonsurviving Massachusetts LLC ceases its separate existence. Those succession rules should not be described as automatically giving a newly formed survivor the old LLC's organization date. Federal reorganization status and EIN treatment depend on the actual transaction and should be evaluated before the structure is finalized.
10. Coordinate the two jurisdictions and any required third-party approvals. The corporate domestication or LLC merger documents should use consistent names and ownership treatment, with a coordinated effective date where permitted. Specify who may release each filing and obtain accepted destination evidence. Financing documents may expressly restrict domestication, merger, or a change of organizational law, and the merger of an operating LLC into a new survivor may trigger provisions that a direct corporate domestication would not. Review the actual wording and obtain required written consent. Confirm the relevant licensing and insurance update procedures before relying on the survivor or domesticated corporation to continue regulated operations.
11. Massachusetts expanded its elective PTE tax framework in 2026. The Department of Revenue's updated PTE excise guidance describes the existing chapter 63D 5 percent election and the new chapter 63E 4 percent surtax election enacted by St. 2026, c. 101. The new election applies to tax years beginning January 1, 2026, and qualified members generally receive a 90 percent credit for the allocated excise paid. Determine which elections apply to the year containing the move. The 2026 individual surtax threshold is $1,107,750, rather than an unadjusted $1 million. Owner residence and Massachusetts-source income remain relevant after legal domicile changes.
12. Continued Massachusetts operations can preserve registration and tax obligations. A Texas entity that keeps doing business in Massachusetts should evaluate foreign registration and resident-agent requirements. The statutory service provision used for historical claims is not ordinary permission to conduct ongoing business. Corporate excise obligations or LLC tax filings can continue based on the post-closing activity and tax classification. Do not mark every Massachusetts return final merely because the charter surrender or merger is effective. Identify which accounts end, which continue in the same taxpayer, and which require a survivor-related update. Communicate that allocation to the person preparing the final-period and subsequent returns.
13. Preserve a closing record that reflects the chosen legal route. For a corporate domestication, retain the plan, board and shareholder approvals, accepted charter surrender, and destination evidence. For an LLC merger, retain the merger agreement and each constituent's approval with accepted merger documents and the survivor's governing records. Keep any required lender or licensing consents and record the actual effective time. Assign responsibility for the first destination report and any continuing Massachusetts foreign-entity filing. This allows a bank or future purchaser to establish whether the business continued through direct corporate domestication or through succession to an LLC survivor, using the actual statutes and accepted filings.

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

See Exact Price and Get Started