How to Transfer or Move a Corporation from Washington 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 to transfer a LLC or corporation out of Washington state with no downtime [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]

Business owners are fleeing Washington state: here's how they're keeping their business intact

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 to transfer a LLC or corporation out of Washington state with no downtime [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]

Business owners are fleeing Washington state: here's how they're keeping their business intact

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 Washington. 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 Washington outbound instrument so the same corporation continues without interruption.

Tax considerations when moving a corporation from Washington to Texas

Washington does not currently impose a broad individual income tax, but that description now requires a future-law qualification. S.B. 6346, enacted in 2026, establishes a 9.9 percent income tax beginning January 1, 2028, for individuals and married couples filing jointly with annual adjusted gross income exceeding $1 million. The first returns are due in April 2029. The Department of Revenue's implementation page identifies the enacted timetable. A business-domicile change does not itself change an owner's Washington residence or determine the application of the new tax.

Washington's separate capital-gains excise tax already applies. Beginning with tax year 2025, Washington taxable capital gains are taxed at 7.00 percent on the first $1 million and 9.90 percent above that level, after the applicable deductions and exclusions. The tiered-rate notice explains the additional 2.90 percent tax. This is not a tax on every gross asset-sale receipt, and a sale of business interests requires separate review of the applicable allocation and exemption rules.

Washington also imposes business and occupation tax on gross business income, including income of many LLCs and S corporations. For the Service and Other Activities classification, rates became 1.50, 1.75, or 2.10 percent on October 1, 2025, based generally on the business's or affiliated group's prior-year taxable service income below $1 million, from $1 million to under $5 million, or at least $5 million. The current rate guidance explains exceptions. Ordinary business expenses generally do not reduce this gross-receipts base. The state sales tax is 6.50 percent, with local additions and activity-specific rules.

A further enacted B&O change takes effect January 1, 2027: the standard retailing, manufacturing, extracting, and wholesaling rates become 0.50 percent. The final report for ESHB 2081 identifies these scheduled rates. A business that sells products and provides separately classified services may need to apply more than one B&O rate. Moving its legal domicile does not end Washington taxation of receipts that remain attributable to Washington activity, including qualifying sales by an out-of-state business.

Estate-tax rules changed again in 2026. For deaths on or after July 1, 2026, the exclusion is $3 million and rates range from 10 to 20 percent. For deaths in the first half of 2026, the exclusion was $3,076,000 and the temporary rate schedule reached 35 percent. Use the current estate-tax guidance and date-specific rate explanation. Washington has no separate inheritance tax. A corporation redomesticating to Texas must still analyze Washington business activity, personal residency, property, and sale timing before estimating tax savings.

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 Washington 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 Washington 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 Washington

Washington 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. Washington uses statutory conversion for an LLC or business corporation changing its home jurisdiction. An LLC follows RCW 25.15.436 through 25.15.456. A business corporation follows chapter 23B.09 RCW. The Secretary of State's guidance distinguishes conversion for ordinary profit entities from domestication terminology used for nonprofit corporations. The intended Texas jurisdiction must authorize the corresponding transaction. A foreign registration or mailing-address change alone does not change the business's state of organization.
2. The LLC Plan of Conversion must be recorded. RCW 25.15.436(2) requires the name and organizational form before and after conversion, the terms and conditions, the manner and basis of converting ownership interests or other consideration, and the resulting entity's organizational documents. Identify the destination jurisdiction and use the destination articles and operating agreement in the form intended to take effect. Document whether the members' economic and voting rights remain unchanged. A plan that simply states that the business is moving omits the required treatment of ownership interests.
3. Under RCW 25.15.441, an LLC plan is approved by all members or as provided in a written LLC agreement, subject to RCW 25.15.456. This provision was amended in 2022 to recognize the written-agreement approval alternative. An older quotation stating that every conversion invariably requires all members can therefore be incomplete. Review the actual agreement and any personal-liability protections before applying its voting provision. Record the approval of the final plan, including any amendment adopted before filing.
4. The LLC files Articles of Conversion under RCW 25.15.446. The articles state that the LLC converted into another organization, identify the resulting name, form, and jurisdiction, give the effective date under the resulting organization's law, and confirm approval under both applicable statutory frameworks. If the resulting foreign entity will not be registered in Washington, include its principal office's street and mailing addresses for service purposes. The outbound filing is not a new Washington Certificate of Formation. The latter appears in the statute's separate provisions for conversion into a Washington LLC.
5. For a corporation, RCW 23B.09.010 authorizes conversion into an other entity, a defined term that includes a foreign corporation. The plan under RCW 23B.09.020 identifies the corporation before conversion, the resulting entity's name and form, ownership treatment, terms, and resulting governing documents. Use this corporate authority when the objective is to continue as a corporation in Texas. The LLC statute is not a substitute merely because the same shareholders could own an LLC or because the destination calls the transaction domestication.
6. Corporate conversion requires board and shareholder approval. RCW 23B.09.030 requires board approval followed by the applicable shareholder action. If a meeting is used, notice goes to every shareholder, including a shareholder without voting rights, and includes the required plan and resulting organic rules. The current voting cross-references are RCW 23B.11A.040 and 23B.11A.041, subject to greater requirements in the articles or board conditions. Identify each voting group and any appraisal rights before circulating the notice. A director's signature on the filing is not the shareholder approval.
7. If a corporate conversion would impose owner liability on a shareholder, RCW 23B.09.030(6) requires that shareholder's separate written consent. Evaluate this issue independently from the ordinary approval vote and from any contractual guaranty. For an LLC, the corresponding restrictions must be considered under RCW 25.15.456. The conversion record should identify whether anyone acquires a liability exposure that did not exist before the transaction. A general recital that the owners approved the plan should not conceal an unresolved individual-consent requirement.
8. A corporation files Articles of Entity Conversion under RCW 23B.09.040. An officer or other authorized representative signs them. The articles identify the entity before and after conversion, the effective date under the resulting entity's law, the required approval, and the foreign service provisions when applicable. The statute permits a combined filing with another required conversion instrument if it satisfies both bodies of law. Using a combined document therefore requires checking every required item, rather than assuming that acceptance in Texas establishes compliance with Washington law.
9. Coordinate effectiveness under the applicable LLC or corporate section and RCW 23.95.210. The destination filing may use different terminology or a different delayed-effective rule. The closing instructions should identify the date and time, the order of submission, the person confirming acceptance, and the correction procedure if a filing is rejected. Save the accepted instruments from both jurisdictions. An electronic payment or submission confirmation does not establish that the conversion has become effective or that the public record correctly identifies the resulting entity.
10. The published outbound fee depends on whether Washington registration continues. The Secretary of State's conversion matrix lists a $10 conversion filing for an ordinary profit corporation or LLC leaving Washington without continuing business there. Its continuing-business example lists $190, consisting of the $10 conversion filing and $180 foreign-registration charge. Destination fees, optional priority service, certified documents, and professional fees are additional. These alternatives should not be replaced by a single unexplained $388 state-fee estimate.
11. The continuing-business packet includes a Foreign Registration Statement and the required evidence of existence or good standing from the new home jurisdiction. The Secretary of State explains that the Washington Unified Business Identifier may be maintained by submitting the registration with the conversion or by identifying the existing UBI in a later registration. The UBI is a Washington identifier; it is not the federal EIN. Address both records deliberately so payroll, licensing, bank, and tax records identify the proper continuing business.
12. LLC conversion preserves the same entity under RCW 25.15.451. Title to real estate and other property remains vested, debts continue, pending proceedings can continue, and the transaction ordinarily does not require dissolution and winding up. RCW 23B.09.050 supplies the corporate continuity rule and preserves creditor rights and liens. These provisions do not release existing personal guarantees or determine federal income-tax treatment. Retain the accepted conversion evidence with the records a lender or title insurer will need to connect the old and new jurisdictions.
13. Washington retains jurisdiction over the covered pre-conversion obligations of an outgoing entity. A foreign result without Washington registration is subject to the service provisions referenced in RCW 23.95.450. The corporate statute also preserves enforcement and payment of qualifying dissenting shareholders' rights. Maintain a usable principal-office and mailing address after departure. A business cannot treat the end of its domestic registration as a release from litigation that arose while it operated under Washington law.
14. An approved corporate conversion can be abandoned before effectiveness under RCW 23B.09.060, subject to the plan. If the articles were already filed, a signed abandonment statement must reach the Secretary of State before effectiveness under the applicable rules. LLC amendment and abandonment before filing are addressed in RCW 25.15.441. Include these steps in the transaction instructions if closing depends on financing, a license, or destination acceptance. Simply deciding to stop the move does not necessarily cancel a filed document.
15. Annual reports and business taxes remain separate obligations. The current filing directory lists a $70 annual-report fee for profit entities, including LLCs. A continuing Washington foreign registration can preserve the report requirement. Reconcile the Secretary of State record with Department of Revenue accounts and local licenses before closing anything. Washington B&O tax can apply to continuing Washington receipts even where the entity has no Washington domestic charter or federal taxable profit.
16. The owner's move requires a separate tax analysis. Washington's 2025 capital-gains rate increase, the estate-tax changes applying from July 1, 2026, and the enacted individual income tax beginning January 1, 2028, can affect the timing and consequences of a business sale or relocation. A change in entity domicile does not establish personal nonresidency. Preserve the conversion documents, ownership ledger, approvals, destination governing records, and any foreign registration as one closing file, and separately document the facts supporting the tax treatment claimed after the move.

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