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

Tax considerations when moving a corporation from Ohio to Texas

Ohio's 2026 individual income tax uses a 2.75 percent marginal rate on taxable nonbusiness income above the statutory threshold; taxpayers at or below $26,050 generally owe no state individual income tax. The calculation for taxpayers above that threshold includes a statutory base amount. Business income follows a separate rule: eligible taxpayers generally deduct up to $250,000 of business income, or $125,000 if married filing separately, and remaining taxable business income is taxed at 3 percent. Ohio's 2026 income-tax statute should be applied according to the type of income, rather than describing every dollar as taxed at 2.75 percent.

Ohio does not impose a conventional general corporate income tax. Its Commercial Activity Tax, or CAT, generally applies at 0.26 percent to taxable Ohio gross receipts exceeding the $6 million annual exclusion. That exclusion has applied since 2025; the former $150,000 threshold and annual minimum tax are obsolete. The CAT rate statute and the Department of Taxation's 2026 filing guidance explain the current framework. CAT can apply to pass-through businesses, including entities disregarded for federal tax purposes. For example, $8 million of taxable Ohio receipts generally produces $5,200 of CAT before credits, based on the $2 million above the exclusion. A low-margin business should compare this receipts-based exposure alongside taxes calculated on its income.

Eligible pass-through entities can also elect Ohio's entity-level income tax. Municipal income taxes remain a separate concern for business profits and owners' or employees' earnings. A company moving its charter must evaluate its actual Ohio workplaces and income sourcing, including any continuing local registrations.

Ohio's state sales tax rate is 5.75 percent, with local additions varying by county and transit district. Ohio has no estate tax for deaths on or after January 1, 2013, and no separate inheritance tax. Taxable Ohio property nevertheless remains subject to applicable property taxes.

For owners of a corporation redomesticating from Ohio to Texas, model the 2026 individual rate change separately from the business-income deduction, CAT, and local income taxes. Sales into Ohio may continue to count toward CAT after relocation. Account closure should follow the end of the particular filing obligation, not merely the issuance of a Texas charter.

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 Ohio 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 Ohio 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 Ohio

Ohio 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. Ohio permits an LLC or business corporation to move to Texas using an outbound conversion when the destination law authorizes the resulting entity. The current LLC provisions are Ohio Rev. Code § 1706.72 through § 1706.723. A business corporation follows § 1701.792, together with the filing and effect provisions in §§ 1701.811 and 1701.821. Ohio's use of the word conversion can include a move into a foreign entity of the same general form. Accordingly, an LLC does not necessarily have to become a corporation to change its domicile. Identify the destination's corresponding inbound procedure before approving the Ohio transaction.
2. An Ohio LLC prepares a written declaration of conversion under § 1706.72. The declaration identifies the converting company and the resulting entity, including their organizational forms and governing jurisdictions. It sets out the conversion terms and explains how membership interests become interests in the converted entity, with the organizational documents and other information required by the section. Under § 1706.721, the statutory consent rule is approval by all members. Review the operating agreement alongside Chapter 1706 to determine its effect on approval rights. Document the applicable voting rule before obtaining signatures, especially where ownership is divided among several classes or a manager acts for the company.
3. The LLC then delivers a Certificate of Conversion under § 1706.722. The certificate is the public filing; the declaration is the underlying transaction document. The certificate identifies the company before and after conversion and confirms the required approval, with additional information required by the statute. Keep a final signed declaration in the company's records and ensure the certificate describes that same transaction. Ohio's modern LLC law is in Chapter 1706, so legacy references to Chapter 1705 should not be used to prepare a current conversion. A destination state's use of a different document title does not replace Ohio's certificate requirements.
4. An Ohio business corporation uses a written declaration of conversion under § 1701.792. The board generally adopts the declaration and submits it to shareholders, with notice provided to all shareholders whether or not entitled to vote. The default approval threshold is two-thirds of the voting power, although the articles may provide a different permitted threshold of at least a majority; additional class votes can apply. The declaration must address the resulting entity's governing documents and the treatment of shares. Review the specific rules for conversion into a foreign corporation before applying an article provision concerning merger votes to the conversion approval.
5. Ohio places a substantive limit on the corporate route: a corporation cannot convert if there are reasonable grounds to believe that the resulting entity would be unable to pay its obligations as they become due. Section 1701.792 also requires foreign-entity provisions concerning Ohio jurisdiction and service of process, and information relevant to continued authority in Ohio where applicable. These provisions preserve a route for existing claims after the company moves. Prepare the solvency analysis and process-address information while the declaration is being approved. A conversion filing should not be used to suggest that old creditors lose their remedies when the charter changes states.
6. The corporate Certificate of Conversion follows § 1701.811 and must use the form prescribed by the Secretary of State. It identifies the entities and their jurisdictions before and after conversion, confirms authorization and gives the required information about the declaration and its records custodian. The current Ohio business filing forms and fee schedule identifies Form 700 for entities converting within or off the Ohio records, with a $99 filing fee. Form 800 concerns entities converting into Ohio and should not be selected merely because its title also refers to conversion. Destination charges remain separate.
7. A converting Ohio corporation must also address the agency documentation referenced in § 1701.811(B)(4). § 1701.86(H) and (I) cover tax and employer-account evidence involving the Department of Taxation, unemployment contributions and workers' compensation, together with the required property-tax information. The law permits a qualifying affidavit alternative to specified receipts or certificates, subject to its notice and tax-information requirements. Consequently, the procedure is more specific than simply obtaining a generic certificate of good standing. Determine which evidence or affidavit applies to the corporation and include it with the conversion submission. Corporate conversion does not automatically release outstanding tax liabilities.
8. Coordinate the effective date with the destination's required filings. Section 1701.811 ties the corporate conversion to completion of the applicable filing requirements and any properly specified later date. For an LLC, apply the effectiveness provisions associated with its certificate and the destination transaction. If the business will continue operating in Ohio as a foreign entity, address its authority and statutory agent in the conversion package where the governing provisions permit or require that information. Obtain filed copies from both jurisdictions. The goal is a documented transition that counterparties can verify, rather than two registry submissions whose effective dates or organizational identities do not match.
9. The effect provisions in § 1706.723 for LLCs and § 1701.821 for corporations preserve the entity's continuity and its property and obligations. Existing litigation can continue, and the conversion does not itself erase liens or debts. Review contracts containing domicile-change restrictions and determine whether a secured lender requires advance consent. Banks may request certified transaction documents before changing their records. If the company owns Ohio real estate, consider recording appropriate certified evidence under the applicable statute and check the title records. Statutory vesting does not eliminate every practical record-update requirement associated with the move.
10. Ohio generally does not require ordinary LLCs or for-profit corporations to file annual or biennial reports with the Secretary of State. The agency confirms this in its business filing warnings. This does not eliminate statutory-agent maintenance or tax filings for activity that remains in Ohio. A redomesticated corporation may still have Commercial Activity Tax exposure, municipal income-tax obligations or employer accounts, depending on its actual operations. Determine separately whether Ohio foreign qualification remains necessary. Relocating an owner's residence is also a separate question from changing the company's legal jurisdiction.
11. Ohio's corporate conversion statute also imposes a specific deadline on certain challenges. Under § 1701.821(C), an action seeking to set aside a conversion for noncompliance with an applicable Revised Code provision must be brought within 90 days after effectiveness. That provision should not be described as extinguishing the entity's ordinary contractual debts or every possible claim, which are separate matters. Its practical significance is that required approvals and filing evidence should be complete when the transaction closes. Preserve the precise declaration approved by the shareholders and the filed certificate, with the agency documentation required for the corporate submission. If the transaction involves a foreign entity or property elsewhere, § 1701.821(D) also makes the effect provisions subject to the relevant other jurisdiction's law.
12. Complete the post-conversion records with the approved declaration, shareholder or member consents and the filed certificates. If the plan is abandoned before effectiveness, follow the governing statute and any required cancellation filing instead of relying only on an internal resolution. Confirm the federal tax consequences of the specific transaction, including whether the company's tax classification or ownership changes. An unchanged entity form may support continuity, but a state-law conversion is not a universal guarantee of tax-free treatment or retention of every registration number. Use the final transaction structure when arranging the Ohio-to-Texas move and updating the company's tax and banking records.

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