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

Tax considerations when moving a corporation from Michigan to Texas

Michigan imposes a 4.25 percent individual income tax for 2026. Treasury confirmed on April 15, 2026 that the statutory revenue test did not produce a rate reduction for that tax year. The 2026 rate announcement is more useful than assuming a future reduction. Michigan's corporate income tax generally applies at 6.00 percent to C corporations with Michigan nexus. Eligible partnerships and S corporations may elect the flow-through entity tax at the individual rate. The election generally covers three tax years, and owners receive applicable credits; the FTE guidance explains the post-2023 election deadlines and current reporting requirements.

Michigan's general sales and use tax is 6.00 percent, without a general local sales-tax addition. Local income taxes can be substantial: Detroit's rates include 2.40 percent for resident individuals, 1.20 percent for nonresidents on taxable Detroit income, and 2.00 percent for corporations. Michigan does not impose current estate or inheritance taxes. For a corporation moving from Michigan to Texas, the tax comparison should account for city income taxes and continuing Michigan-source activity. Treasury's February 2026 federal-conformity notice also explains state adjustments for recent federal business deductions. A change of formation state does not itself change where the owners live or where business income is taxable.

For tax years beginning in 2024 or later, the FTE election generally must be made by the last day of the ninth month after year-end. A calendar-year 2025 election was therefore due September 30, 2026. A company moving in 2026 should confirm whether an existing three-year election still governs its Michigan-source income.

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 Michigan 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 Michigan 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 Michigan

Michigan 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. Michigan permits direct outbound conversion for both LLCs and business corporations. An LLC follows MCL 450.4708, while a corporation follows MCL 450.1745. Their definitions of a business organization include the relevant foreign entity, so a same-type move to another state can qualify if destination law permits it. The filing agency is the Michigan Department of Licensing and Regulatory Affairs, or LARA, through its Corporations Division. Michigan's Secretary of State is not the business-entity filing office. For a corporation moving from Michigan to Texas, identify the existing entity type and confirm both states' conversion authority before preparing the public certificate.
2. The LLC statute requires a Plan of Conversion with specific destination terms. MCL 450.4708 requires the names and organizational forms before and after conversion, the resulting jurisdiction and applicable law, and the prescribed address information. The plan sets out the terms and manner of converting membership interests and the proposed destination organizational documents. Include the destination operating agreement and explain whether each existing membership class retains its rights. A plan for an LLC remaining an LLC should be distinguished from a transaction that also converts the business to a corporation or another tax classification. Those additional changes can materially affect approval and tax treatment.
3. Michigan LLC approval defaults to unanimity among members entitled to vote. Section 450.4708 permits the articles or operating agreement to provide otherwise. Where approval by less than unanimity is authorized, a member who voted against the conversion has a statutory withdrawal and fair-value right under the specified rules. Review those rights before assuming that the majority's approval ends the process. The approval record should identify the applicable governing-document provision and each vote. Special rules for an LLC that has not commenced business are limited organizational-stage exceptions; an operating business should not rely on them merely because it has one owner or intends to retain the same ownership after the move.
4. An LLC files a Certificate of Conversion under section 450.4708 itself. The public certificate contains the prescribed organizational information, approval recital, and statement that the plan will be supplied to a member on request without charge. Address assumed names as the statute requires and reconcile the destination formation documents with the approved plan. The inbound provision in MCL 450.4709 should not be used as the principal authority for a Michigan LLC converting out. The same outbound section supplies the LLC's filing and continuity rules. Keep the complete approved plan internally and verify the precise information required in the public certificate rather than assuming that all private terms must be attached.
5. A corporation uses the separate procedure in MCL 450.1745. The corporate conversion statute requires the board's plan and the shareholder process incorporated from the merger rules. The plan identifies the existing share classes and voting groups, the resulting organization, and the manner in which shares become destination interests or other consideration. Assess applicable dissenters' rights before circulating the shareholder materials. The corporate certificate has its own content requirements, including prescribed ownership-conversion information and approval statements. A corporate closing should not use the LLC member-consent language or assume that the LLC's default unanimity rule supplies the corporate voting threshold.
6. The listed Michigan outbound fees are modest but entity-specific. LARA's official filing-fee schedule lists $25 for conversion of a domestic LLC to another business organization and $50 for conversion of a domestic corporation. The corresponding forms are CSCL/CD-754 for the LLC and CSCL/CD-554 for the corporation. Destination charges and optional services are additional. Identify each filing separately in the closing budget. Confirm the actual transaction category before submitting payment, particularly if an incoming Michigan formation or another entity change is included in the same project.
7. Use LARA's current filing system and entity record. The Corporations Division launched the MiBusiness Registry portal on June 23, 2025, replacing the older filing platform. Follow the current instructions for the selected conversion document, including any submission method that remains specific to that form. Confirm the legal name and Michigan identification number against the registry, and resolve missing annual statements or reports before relying on the entity's status at closing. A destination agency or lender may request a Michigan certificate of good standing even where it is not a listed universal outbound attachment. Order that evidence for the actual recipient and its required document age.
8. Coordinate acceptance and the effective time in both jurisdictions. The conversion plan should identify the intended closing date and the person authorized to release each filing. Reconcile the Michigan certificate with the destination name and organizational documents, and obtain accepted evidence before describing the company as destination-organized. If either office requests corrections, determine whether the proposed change is clerical or affects owner-approved terms. Preserve any renewed approval that is needed. A submitted application or a requested effective date does not prove that the conversion has occurred. The permanent record should show the actual effective time and how the destination recognizes the continuing company's original organization or incorporation date.
9. The Michigan effect provisions preserve the same entity and its historical obligations. Sections 450.4708 and 450.1745 continue the converting business without interruption and preserve property and liabilities under their respective rules. The Michigan formation document is canceled as a consequence of conversion; that cancellation is not a direction to liquidate the operating company separately. Existing claims and liens remain enforceable, and the statute addresses the law applicable to pre-conversion matters. A pending audit or lawsuit does not disappear because the business is now governed by Texas law. Document those outstanding matters and the service information needed to receive notices after the principal office or registered-agent arrangements change.
10. Review private agreements and regulatory requirements for the actual change. A loan agreement may expressly restrict conversion or a change of organizational jurisdiction even when no asset conveyance occurs. Obtain any required lender consent and identify the accepted conversion documents the bank will need for its records. Determine the required updates for professional licenses and insurance policies, especially if the office location or ownership also changes. Federal tax neutrality and EIN treatment are separate from state-law continuity and should be assessed for the full transaction. Avoid combining a domicile change with an undocumented ownership adjustment that differs from the plan the members or shareholders actually approved.
11. A Michigan presence after conversion can require continuing foreign registration and taxes. The conversion statutes preserve Michigan's rules for a resulting foreign business organization that continues transacting business in the state, together with service obligations for covered historical claims. Review ordinary foreign qualification and registered-agent requirements separately from the special service provisions. Treasury's February 2026 federal-conformity notice describes current state adjustments for recent federal deductions. An electing pass-through entity should also review its FTE election and reporting duties. Retained Michigan-source income and city-tax exposure can continue after legal domicile changes.
12. Finish the account changes and retain the transaction evidence. Keep the approved plan and destination governing documents with owner and board approvals, accepted state filings, and certificates required at closing. Preserve written consents and any notices delivered to counterparties. File a final Michigan return only when that taxpayer's corresponding filing duty ends; continued Michigan operations may require later returns or an account update instead. Identify who will make the first destination annual filing and any Michigan foreign-entity filing. This closes the gap between the statutory conversion and the practical records that banks, tax preparers, and licensing authorities use to recognize the continuing corporation.

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