How to Transfer or Move a Corporation from Minnesota 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 company out of Minnesota and keep the EIN [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 company out of Minnesota and keep the EIN [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 Minnesota. 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 Minnesota outbound instrument so the same corporation continues without interruption.

Tax considerations when moving a corporation from Minnesota to Texas

Minnesota imposes individual income tax at rates from 5.35 percent to 9.85 percent, with inflation-adjusted brackets. For 2026, the top bracket begins above $203,150 for single filers and $337,930 for joint filers under the official rate schedule. Minnesota's corporate franchise income tax is 9.80 percent. Pass-through entities generally allocate income to owners, but Minnesota separately imposes a minimum fee on many C corporations, S corporations, and partnerships, including LLCs taxed as partnerships. The 2026 minimum-fee schedule starts at $260 when combined Minnesota property, payroll, and sales reach $1.28 million, and rises to $12,830 at $51.28 million or more. Exceptions apply, including certain single-member LLCs reporting only on an individual's return.

The 2026 tax law extended Minnesota's elective pass-through entity tax through tax year 2027. Earlier guidance saying the election expired after 2025 is no longer current. The updated PTE guidance confirms the 9.85 percent rate and special treatment of 2026 estimated payments. The entity must pay its liability for owners to claim the corresponding credit. Separately, Minnesota imposes a 1 percent net investment income tax on covered net investment income exceeding $1 million. The PTE election does not automatically satisfy an owner's separate investment-income tax obligation.

Minnesota's general state sales tax is 6.875 percent, with local taxes added where applicable. The state also retains an estate tax with a $3 million exclusion and rates of 13 percent to 16 percent, as described in the estate-tax guidance; there is no separate inheritance tax. Owners of a corporation redomesticating from Minnesota to Texas should compare these taxes using the business's actual footprint and the owners' residence. Minnesota employees, property, or taxable sales can preserve obligations after the move. The state minimum fee is a tax calculation distinct from the Secretary of State's annual entity renewal, which is generally free for Minnesota corporations and LLCs in good standing.

The minimum-fee base measures Minnesota property, payroll, and sales, rather than net profit, so a loss does not automatically eliminate the fee. Retailers should use the state's sales-tax rate information to combine the general rate with the actual local taxes applicable to each transaction.

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 Minnesota 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 Minnesota 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 Minnesota

Minnesota 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. Minnesota provides direct outbound routes for both LLCs and business corporations. An LLC uses Minn. Stat. 322C.1011 through 322C.1015 and Articles of Domestication. A corporation can use the broader conversion procedure beginning at Minn. Stat. 302A.682, which includes conversion to the relevant foreign corporation. The corporation therefore does not have to use an LLC form or assume that an interstate merger is its only available route. For a corporation moving from Minnesota to Texas, first confirm the existing entity type and the destination's authority to receive it. The name of the destination procedure can differ from Minnesota's terminology without eliminating the need to satisfy both states' substantive requirements.
2. An LLC must prepare a Plan of Domestication. Section 322C.1011 requires the existing and destination names and jurisdictions, the transaction terms, and the manner in which membership interests will be converted. The plan also addresses the resulting organizational record and operating agreement. Identify every class of membership and state whether its economic rights remain unchanged. An LLC that remains an LLC uses this same-type domestication framework; a change to another entity type requires the appropriate conversion analysis. Approve the destination governing documents as part of the transaction, because retaining the same owners does not make the old Minnesota agreement automatically sufficient under destination law.
3. LLC approval and personal-liability consent are separate questions. Section 322C.1012 supplies the all-member approval baseline and the applicable amendment or abandonment rules. Section 322C.1015 separately protects a member who would acquire personal liability after domestication, subject to its specific operating-agreement exception. A generic power to amend the operating agreement should not be assumed to satisfy that exception. Identify the general plan approval and any required individual liability consent in the transaction record. If the plan changes before filing, confirm who can authorize the change and obtain renewed approval for any alteration outside the authority already granted.
4. LLC filing requirements appear in section 322C.1013. The articles statute requires the prescribed names and jurisdictions, approval statements, and destination information. A resulting foreign LLC that is not authorized in Minnesota must provide the required address for service-related purposes. An outbound LLC must also satisfy the surrender requirement in section 322C.1014, subdivision 3, identifying the LLC and stating that its Minnesota articles are surrendered in connection with the approved domestication. The Secretary of State's form contains this outbound information. Section 322C.1015 concerns personal liability, rather than being the principal filing-content or general effect provision.
5. The official Minnesota LLC domestication form lists the applicable fee. The Articles of Domestication under chapter 322C lists $60 by mail or $80 for in-person service. Destination filing fees and any professional charges are additional. Complete the form for an outbound LLC and ensure the surrender portion matches the destination name and jurisdiction. The destination's formation document is governed by its own law; an incoming Minnesota formation attachment should not be substituted for the required outgoing record. Confirm acceptance evidence and the actual effective time under destination law. A request for future effectiveness should be coordinated with both filing offices before either document is released.
6. A corporation prepares a Plan of Conversion under section 302A.682. The corporate conversion authorization requires the names and organizational forms before and after conversion, the destination jurisdiction, the conversion terms, and the resulting organizational documents. Section 302A.684 supplies the board and shareholder process. The shareholder meeting notice is generally given 14 to 60 days before the meeting, and the default shareholder approval uses a majority of the voting power of all shares entitled to vote, with applicable class and governing-document requirements considered. Address each class and any appraisal rights before filing; the LLC's member-consent provisions do not govern the corporation.
7. Corporate Articles of Conversion must include the plan. Section 302A.686 expressly requires the Plan of Conversion as part of the public articles, together with the prescribed identity, approval, effective-date, and service information. An internal-plan-only approach would omit required Minnesota corporate filing content. Review confidential terms before finalizing the plan, while still including all information the statute requires. The Secretary of State's fee schedule lists $35 by mail or $55 for in-person service for the corporate conversion. The destination charge is separate. Do not use repealed intermediate sections in the corporate conversion sequence as authority for an additional document.
8. Statutory effect provisions preserve identity and existing claims. LLC effects appear in section 322C.1014; corporate effects appear in section 302A.691. They provide the applicable continuity of the entity and its property and obligations without a separate liquidation. Pending proceedings and existing liabilities do not disappear when Minnesota domestic status ends. A resulting foreign organization remains subject to the prescribed Minnesota service arrangements for covered prior obligations. The closing memorandum should connect those rules with destination law and record the original organization or incorporation date. Federal tax classification and EIN treatment still require a separate review of the actual transaction, particularly if ownership or entity type also changes.
9. Minnesota annual renewal is generally free for a domestic corporation or LLC in good standing. The Secretary of State's fee schedule also lists free renewal for a foreign LLC, while a foreign corporation's renewal carries a fee. A domestic entity's routine annual renewal should not be confused with a reinstatement charge or the Department of Revenue's separate minimum fee. Check the entity's actual registry status and cure any renewal problem before relying on that status for closing. A certificate of good standing may be required by Texas or a lender even if it is not a universal Minnesota outbound attachment. Order the evidence needed for the specific transaction and required age.
10. Contract and licensing review should address the stated transaction triggers. Examine financing provisions that mention domestication, conversion, or a change of organizational law. Obtain required written consent before the effective time and determine which accepted documents the lender or bank will retain. A professional license or insurance record may need a separate update when the principal office or governing jurisdiction changes. Do not assume that a state-law continuity rule automatically satisfies those administrative duties. If the business will continue operating in Minnesota after the move, evaluate foreign qualification and registered-agent coverage; the special service-of-process provision for historical claims is not a substitute for ordinary registration to conduct business.
11. Minnesota's 2026 PTE legislation changes the tax comparison for a current move. The Department of Revenue's current PTE guidance confirms that the election was extended through tax year 2027. Earlier guidance describing a post-2025 expiration is superseded by the 2026 change. Determine the election and estimated-payment treatment for the year containing the move, and account for Minnesota's separate minimum fee where applicable. Continued Minnesota-source operations may preserve business and owner reporting after the legal domicile changes. Returns should be marked final only when the relevant filing obligation ends, rather than whenever the Secretary of State accepts the domestication or conversion.
12. Retain accepted records and assign the remaining compliance work. Keep the final plan and destination governing documents with the member or shareholder approvals, accepted filings from both states, and required status evidence. For an LLC, preserve the outbound surrender information; for a corporation, retain the exact plan included in the public articles. Record the actual effective time and any required third-party notices. Assign the first destination reporting deadline and any continuing Minnesota foreign-entity renewal to a responsible person. This makes the move traceable for a future purchaser or tax preparer and ensures that the legal filing is reflected in the business's operational records after closing.

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

See Exact Price and Get Started