How to Transfer or Move a Corporation from Texas to Florida

How to transfer your company to Florida and keep the EIN with zero downtime [step-by-step]

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

How to move a corporation from Illinois to Florida [step-by-step process]

How to transfer an Illinois LLC to Florida and keep the EIN [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]

Attorney and CPA: How to transfer a corporation to Florida from Georgia [step-by-step]

Attorney and CPA: How to move an LLC from Georgia to Florida [step-by-step]

How to transfer a corporation out of New York to Florida [step-by-step]

How to transfer an LLC out of New York to Florida [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 transfer your company to Florida and keep the EIN with zero downtime [step-by-step]

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

How to move a corporation from Illinois to Florida [step-by-step process]

How to transfer an Illinois LLC to Florida and keep the EIN [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]

Attorney and CPA: How to transfer a corporation to Florida from Georgia [step-by-step]

Attorney and CPA: How to move an LLC from Georgia to Florida [step-by-step]

How to transfer a corporation out of New York to Florida [step-by-step]

How to transfer an LLC out of New York to Florida [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]

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

Florida destination-state requirements

A same-form corporate domestication into Florida is governed by Fla. Stat. §§ 607.11920-607.11924; a conversion involving a different entity form is governed by §§ 607.11930-607.11935. The transaction requires the applicable written plan, owner approval, and Florida filing instruments, coordinated with the Texas outbound filing so the same corporation continues without interruption. Professional corporations may also require compliance with Chapter 621.

Tax considerations when moving a corporation from Texas to Florida

Texas does not impose an individual income tax on wages, salary, or investment income. It also has no conventional corporate income tax, but its franchise tax applies to many corporations, LLCs, and other taxable entities, including entities treated as pass-throughs for federal income tax. For reports due in 2026 and 2027, the no-tax-due threshold is $2,650,000 of annualized total revenue, increased from $2,470,000 for 2024 and 2025. The Texas Comptroller's current franchise-tax table lists rates of 0.375 percent for qualifying retail or wholesale businesses and 0.75 percent for other businesses. These rates apply to the apportioned taxable margin, not automatically to all gross receipts or to federal taxable profit.

The margin calculation considers the permitted revenue deduction methods, including cost of goods sold and compensation. Eligibility for a deduction depends on the business and the statute; a service business cannot assume that every operating expense qualifies as cost of goods sold. The compensation deduction limit is $480,000 per person for the 2026 and 2027 report years. An eligible entity with no more than $20 million in total revenue can consider the EZ computation at 0.331 percent, subject to that method's restrictions. A taxable entity can therefore owe franchise tax despite having little or no federal taxable income. Compare the available methods using the same report year and Texas apportionment assumptions before treating the threshold increase as an estimate of tax savings.

Being below the revenue threshold does not eliminate all reporting. Beginning with the 2024 report year, entities at or below the no-tax-due threshold generally do not file a No Tax Due Report, but they must still file the applicable Public Information Report or Ownership Information Report. The ordinary annual deadline is May 15, adjusted for weekends and holidays. The Comptroller's July and August 2026 forfeiture notices specifically address entities that missed these obligations. A business should verify its account status before scheduling an outbound conversion.

Texas imposes a 6.25 percent state sales and use tax, with local additions capped at 2.00 percent for a maximum general combined rate of 8.25 percent. Texas has no current estate or inheritance tax. Real and business personal property can remain subject to local property tax after the owner or entity moves. Redomesticating a corporation from Texas to Florida does not remove Texas sales, payroll, property, or franchise-tax obligations associated with continuing Texas activity. Model the destination's owner-level tax together with both states' business taxes. A state-law conversion changes the company's governing jurisdiction; it does not by itself change an individual's residence, remove a Texas tax lien, or establish that Texas-source receipts have ceased.

Florida imposes no individual income tax. A qualifying Florida resident therefore does not pay Florida income tax on wages, investment income, or ordinary pass-through business income. The state generally taxes C corporation income at 5.50 percent after Florida adjustments, apportionment, and the $50,000 exemption. An LLC classified as a corporation follows the corporate rules; an LLC's legal label alone does not determine its tax treatment. S corporations can have Florida corporate-tax obligations on certain federally taxable built-in gains or excess net passive income. A partnership or LLC taxed as a partnership can also have a Florida Form F-1065 filing obligation when it has a corporate owner; pass-through treatment does not make every information return unnecessary. The Florida Income Tax Code explains classification and filing requirements.

Florida's general sales tax is 6.00 percent, with county surtaxes where applicable. Effective October 1, 2025, Florida repealed sales tax and the related discretionary surtax on commercial real-property rentals. The enacted 2025 repeal provision in section 37 of H.B. 7031 establishes the effective date. Transient accommodations, parking, and other separately taxable rental transactions require their own analysis. Florida has no current separate estate or inheritance tax, but moving a business does not itself establish an owner's Florida domicile or entitlement to homestead benefits.

Redomesticating a corporation from Texas to Florida can reduce the costs of maintaining a company under a state law that no longer matches its operations. Tax savings depend on the owners' residence, tax classification, and where the business actually earns income. Employees, property, inventory, or other business activity remaining in Texas can preserve its income-tax, sales-tax, payroll, or registration obligations. Complete any required final returns before closing accounts.

Economic nexus also matters for an out-of-state seller without a physical office. South Dakota v. Wayfair, Inc., 585 U.S. 162 (2018), rejected the physical-presence prerequisite for sales-tax collection. A different, limited protection applies to certain solicitation of orders for tangible personal property under 15 U.S.C. § 381. Wisconsin Department of Revenue v. William Wrigley, Jr., Co., 505 U.S. 214 (1992), addresses that net-income-tax protection. It is not a general exemption from sales taxes or taxes on services. A state-by-state nexus review should identify each tax, applicable threshold, protected activity, and continuing filing duty.

Specific legal requirements to transfer a corporation to Florida from Texas

Texas has state-specific statutory, approval, filing, fee, and sequencing requirements that must be coordinated with Florida law. The requirements below are the origin-state requirements applicable to this transaction.

1. Texas permits an LLC or corporation to continue under another state's law through statutory conversion. Tex. Bus. Orgs. Code § 10.101 authorizes the conversion of a domestic entity into a non-code organization when the required conditions are met. In this context, a non-code organization includes an entity governed by another state's law. A Texas LLC can therefore become a Florida LLC, and a Texas corporation can become a Florida corporation, if the destination law permits the transaction and both jurisdictions' requirements are satisfied.
2. A written Plan of Conversion is required. Section 10.103 requires the existing and resulting names, a statement of continued existence, the resulting entity type and jurisdiction, the treatment of ownership interests, and the resulting entity's organizational document. The destination charter or articles may be an exhibit. Identify any change in management, voting rights, distributions, or ownership percentages expressly. If the objective is a change of domicile with unchanged ownership, the interest-conversion provisions should say how that result occurs.
3. LLC approval is governed by the company agreement and applicable statutory defaults. Under Tex. Bus. Orgs. Code § 101.356(c), the default for a fundamental business transaction is approval by a majority of all members, subject to the exceptions and governing provisions. This is different from the default unanimity rule for an amendment to the certificate of formation in subsection (d). Review any valid company-agreement modification and each separate action included in the conversion. A majority of managers is not an interchangeable substitute for the required member vote.
4. A business corporation must follow the corporate approval provisions and its certificate of formation. Tex. Bus. Orgs. Code § 21.457 generally requires two-thirds of outstanding shares entitled to vote on a fundamental business transaction, subject to statutory exceptions and a permitted certificate provision under section 21.365. Separate class or series approval may also be required. Obtain the necessary board action and review any applicable appraisal rights before presenting the final plan. The LLC voting rule does not govern a corporation merely because the owners are the same individuals.
5. Use the current Certificate of Conversion instructions. The Secretary of State's Form 630 instructions now describe the general certificate for conversions involving a Texas filing entity. The older Form 632 is specifically a corporation-to-LLC form and should not be labeled a universal Texas-to-foreign-entity form. The certificate must satisfy sections 10.154 through 10.156 and accurately identify both the converting Texas entity and the converted entity in Florida. Select the instrument for the actual entity types and transaction direction.
6. The certificate includes the legal names, jurisdictions, and organizational forms, together with the required approval statement. The original Texas formation date and file number help connect the filing to the correct record. Section 10.154 and the current instructions allow either attachment of the plan or the prescribed alternative statements in place of the plan. Choosing the alternative statements does not eliminate the requirement to prepare and approve the written plan. Keep the complete executed document in the entity's permanent records and provide it as required by law. The alternative statements identify the principal business address where the plan is held before conversion and the address where it will be held afterward. They also commit the entity to furnish a copy without cost on a qualifying owner's or member's written request. An unmonitored address defeats the practical purpose of that disclosure mechanism even if it remains on the public record.
7. Texas provides two ways to address required franchise taxes in the conversion filing. Under section 10.156, the entity can provide the required Comptroller certificate of account status or state in the certificate of conversion that the converted entity is liable for payment of the required franchise taxes. The assumption alternative preserves the debt; it does not forgive it. If a tax certificate is used, it must be the appropriate certificate and remain valid through the conversion's effective date. A website printout showing account status does not satisfy the certificate requirement identified in the Secretary of State's instructions.
8. For an ordinary business corporation or LLC converting from Texas to a foreign entity, the Texas conversion filing fee is $300. Destination filing fees are additional. A Texas certificate of formation fee applies when the converted entity is a Texas filing entity, which is a different direction of transaction. Quote these state charges separately from legal services, certified copies, outstanding reports, and taxes. An advertised total that combines unrelated formation charges can materially misstate the cost of an outbound redomestication.
9. Delayed effectiveness must follow Texas's timing rules. Sections 4.051 through 4.055 and the Form 630 instructions allow immediate effectiveness, a specified later date and time, or effectiveness on a stated future event. The stated outside date cannot exceed 90 days after the instrument is signed. An event-based filing requires the follow-up statement establishing the event or fact. Coordinate these options with Florida; a delayed Texas filing does not control when the other state's instrument becomes effective.
10. A filed instrument can appear in the public history before its delayed effective date arrives. The current instructions explain that the Secretary of State updates filing history and status when the document is filed, while recording the later date or condition. Review the filed instrument's actual effectiveness provision before treating a status label as proof that the conversion has occurred. Save both states' acceptance evidence and any event statement with the closing record. This matters when a bank, lender, or licensing authority asks for the precise date the governing jurisdiction changed.
11. The conversion continues the entity under Texas law. Section 10.106 addresses uninterrupted existence, continuing ownership of property, continuing obligations, and pending proceedings. The transaction does not erase creditor rights or require an asset distribution solely because the entity changes jurisdiction. Keep the conversion evidence with recorded-property and secured-loan records. A deed, assignment, or refinancing added to the transaction is a separate legal act with consequences that the conversion statute does not automatically resolve.
12. The certificate is signed by a person authorized to act for the converting entity under sections 4.001 and 10.154. The current instructions do not require notarization of the certificate itself. Identify the signer's actual capacity, particularly where another entity serves as manager and an individual signs on that manager's behalf. A signature cannot substitute for a missing member, board, shareholder, or lender approval. Finalize the approval record before making the public statement that the plan was properly authorized.
13. Section 10.101(f) protects an owner or member against becoming personally liable for the converted entity's obligations without that person's consent. Review this separately from the general voting threshold when the destination structure changes liability exposure. Sections 10.201 and 10.202 also address abandonment before effectiveness, subject to contractual rights and the required filing if a certificate has already been submitted. Include a workable abandonment procedure in the plan so that a rejected destination filing or an unsatisfied closing condition does not leave management relying on an informal cancellation. Abandonment must occur before the transaction takes effect.
14. Texas launched SOSPortal on September 29, 2026. The Secretary of State's current business-services page provides the new filing entry point. Use its current instructions for the available submission method and retain the submission and acceptance confirmations. Older references to SOSDirect, SOSUpload, mailing addresses, or transaction-specific forms should be checked against this transition. Portal availability changes the submission workflow; it does not change the required plan, approvals, tax statements, or destination filing.
15. A converted foreign entity that will continue transacting business in Texas must evaluate a separate application for registration under Chapter 9. An outbound conversion does not automatically provide that registration. Maintain the appropriate Texas registered agent and applicable tax accounts if operations continue. For an entity ending Texas activity, complete final returns and close accounts in the sequence required by the responsible agencies. The 2026 and 2027 franchise-tax threshold is $2,650,000, but entities below it can still owe an information report. Determine federal tax and EIN treatment separately from the state filing before updating bank and payroll records.

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

See Exact Price and Get Started