How to Transfer or Move a Corporation from South Carolina to Texas

How to transfer a company to Texas: keep the EIN with no downtime [step-by-step]

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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]

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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 South Carolina. 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 South Carolina outbound instrument so the same corporation continues without interruption.

Tax considerations when moving a corporation from South Carolina to Texas

South Carolina changed its individual income tax for tax year 2026. H. 4216, signed March 30, 2026, replaces the former graduated schedule with a 1.99 percent rate below $30,000 of taxable income and a 5.21 percent marginal rate above that amount. For income of $30,000 or more, the calculation is 5.21 percent of taxable income minus $966. The law also changes the starting point from federal taxable income to federal adjusted gross income and replaces federal standard and itemized deductions with a South Carolina Income Adjusted Deduction. That deduction depends on filing status and phases down as income rises. The Department of Revenue's 2026 reform notice explains why a lower headline rate does not establish an identical percentage reduction in every taxpayer's bill.

South Carolina taxes C corporation income at 5.00 percent. Its annual corporate license fee is 0.1 percent of allocated capital and paid-in surplus plus $15, subject to a $25 minimum. S corporations also face the license fee. For example, $500,000 of capital and paid-in surplus allocated to South Carolina produces a $515 annual license fee before any other tax. A corporation with no taxable profit can still owe that fee, so an income-tax comparison alone understates its continuing state costs. A qualifying pass-through entity can elect entity-level taxation of active trade or business income; owner withholding and the treatment of passive income require separate review. See the corporate filing guidance.

The general state sales tax is 6.00 percent, with applicable local additions. South Carolina has no separate inheritance tax or current estate tax. Redomesticating a corporation to Texas does not eliminate South Carolina tax on continuing operations or move its owners' personal domicile. Compare the new 2026 income base with the former deductions before estimating savings. Future income-rate reductions depend on the enacted revenue-growth test; they should not be treated as unconditional scheduled cuts.

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 South Carolina 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 South Carolina 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 South Carolina

South Carolina 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. An outbound South Carolina redomestication requires authority for the entity type and the direction of the transaction. A statutory merger supplies a route for a South Carolina LLC to combine with a Texas LLC under S.C. Code Ann. §§ 33-44-904 to -906. A business corporation has an interstate merger route under S.C. Code Ann. §§ 33-11-101 to -107. The legal analysis should address both jurisdictions before a destination entity is formed or a South Carolina filing is submitted.
2. South Carolina's corporate domestication statute addresses entry into South Carolina. S.C. Code Ann. § 33-9-100 permits a foreign corporation to become domestic to South Carolina; it does not supply the outbound authorization for a South Carolina corporation moving to Texas. Chapter 31 concerns nonprofit corporations and should not be cited as general authority for a business corporation. Likewise, statutory conversion from an LLC into a different entity type is a different transaction from continuing an LLC as an LLC under another state's law.
3. For an LLC merger, section 33-44-904(b) requires a plan identifying each constituent and the survivor, the survivor's organization type, the transaction terms, the treatment of ownership interests, and the survivor's principal business address. The destination entity should be formed for the approved transaction and its organizational documents should match the plan. Record how the South Carolina members receive interests in the survivor, including the treatment of any interests issued when the destination company was organized. Otherwise, an unintended ownership change can arise from the preparation of the merger itself.
4. South Carolina LLC approval is unanimous unless the operating agreement specifies another number or percentage. That rule appears in section 33-44-904(c)(1). The destination constituent must obtain the approval required by its own governing law. Identify the actual members and the voting interests shown in the operating agreement before collecting signatures. A manager's authority to conduct the business does not, by itself, replace the required member approval. The plan should also specify how a proposed amendment or abandonment will be authorized before the merger takes effect.
5. A business corporation must apply section 33-11-103. Its board submits the plan to shareholders with the required recommendation or explanation, and the notice rules apply to shareholders entitled to notice even if they cannot vote. The default approval standard is two-thirds of the votes entitled to be cast, including the required separate voting groups; the statute permits charter variations within its limits. The meeting materials must address the financial statements described in subsection (d). Counsel should identify any applicable voting exception and any dissenters' rights before selecting the procedure for approval.
6. Articles of Merger are distinct from the internal plan. For an LLC, section 33-44-905 requires the articles to be signed on behalf of each constituent entity and to identify their jurisdictions and formation information. The filing also identifies the survivor and effective date, together with required statements about approval and any foreign constituent's South Carolina authority. For a business corporation, use the corporate articles and section 33-11-105. The filer should not substitute a corporation's approval recital for an LLC's member-approval statement, even if the same individual owns both constituents.
7. The official South Carolina forms state a $110 filing fee for LLC Articles of Merger and business-corporation Articles of Merger. That base amount does not include the destination formation or merger charges. Separate any portal charge and certified-copy cost from the statutory filing fee. The corporate form also calls for the plan as an attachment; review the applicable form's instructions instead of assuming every merger plan remains private.
8. The survivor must preserve South Carolina service rights. Section 33-44-905(a)(8) requires a foreign survivor's agreement to accept service for the covered obligations and member-payment rights. Section 33-44-906(b) provides a Secretary of State service mechanism in the circumstances stated there. Use a forwarding address that management will monitor after departure. Moving the company does not eliminate a creditor's existing claim or an owner's prior personal obligation, and failure to receive forwarded papers does not provide a reliable defense to otherwise valid service.
9. Under section 33-44-906, the survivor receives the constituents' property and liabilities, and pending proceedings can continue. The separate existence of a nonsurviving entity terminates. The articles serve as dissolution articles for the nonsurviving LLC, without requiring a separate winding up or distribution unless otherwise agreed. Corporate merger effects appear in section 33-11-106. This is statutory succession through a merger, and the documents should describe it with that precision. Do not characterize the destination survivor as having the South Carolina entity's original formation date without identifying the legal basis for that statement.
10. Coordinate effectiveness in South Carolina and Texas, including any delayed date that both statutes permit. Section 33-44-904(e) allows an LLC merger to take effect on filing or on a later date provided in the articles. The transaction instructions should state who will confirm each acceptance and how any rejected filing will be corrected before the intended closing. Do not cancel the South Carolina agent or close the operating bank account because the merger has been approved; the approvals and the effective merger are separate events.
11. Review contracts and recorded property before closing. A loan may require consent to a merger even though state law carries the debt to the survivor. A lease or professional license may also impose conditions on a change in the holder's legal organization. Identify any filing needed to connect the recorded real-estate owner to the survivor and retain the accepted merger documents for title review. Federal tax treatment and EIN retention require their own analysis; the Secretary of State's acceptance does not determine either question.
12. A qualifying corporate merger can trigger dissenters' rights. Under S.C. Code Ann. §§ 33-13-102, -200 to -220, evaluate eligibility and the required notices before soliciting approval. Where the meeting procedure applies, the notice must address the rights and include the statutory material. The corporation's later dissenters' notice is subject to a ten-day deadline and must set a payment-demand period within the statutory range. Those rights can create a cash obligation for the survivor. A sufficient vote to approve the merger does not resolve a shareholder's separate entitlement to seek payment.
13. The plan must remain available to the people whose interests it affects. Section 33-44-905(c) requires the survivor to furnish it on request and without cost to a member or other covered interest holder of a merging entity. Keep the executed plan and the final membership or share records together, including the calculation connecting old interests to interests in the survivor. For a company with unequal economic and voting rights, those calculations should use the governing documents' actual rights instead of treating every ownership percentage as interchangeable. Confirm that the post-merger records show the agreed result before issuing revised ownership statements.
14. South Carolina corporate returns and license fees require a separate closing review. The Department of Revenue's corporate guidance explains that a domestic or qualified corporation can retain filing obligations without income or activity until its state status ends. If the survivor will continue South Carolina operations, section 33-44-905(b) requires it to address foreign authority before conducting business. Preserve sales-tax and employer accounts needed for those operations. Use the 2026 individual-tax rules when evaluating owners' departure-year income, and retain the approvals, accepted filings, tax closing records, and continuing-registration evidence.

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