How to Transfer or Move a LLC from Georgia to Texas

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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 Georgia. 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 Georgia outbound instrument so the same LLC continues without interruption.

Tax considerations when moving a LLC from Georgia to Texas

Georgia reduced both its individual and corporate income-tax rate to 4.99% for tax years beginning on or after January 1, 2026. The reduction is retroactive under House Bill 463, signed May 11, 2026; the Department of Revenue's important tax updates supersede older descriptions using 5.19%. The enacted legislation also schedules further individual-rate reductions of 0.125 percentage point annually beginning in 2027, subject to revenue conditions, toward 3.99%. Future reductions should not be treated as unconditional current rates.

An LLC's tax treatment depends on its federal classification and elections. Ordinary income from a partnership or S corporation generally passes through to owners, but eligible entities can elect Georgia's entity-level pass-through tax. Compare the election and corresponding owner treatment before moving your LLC from Georgia to Texas. Georgia-source income can remain taxable after an owner becomes a nonresident, and changing the charter does not itself establish a change in personal residence.

Georgia's state sales tax is 4%, with county and other local taxes added to covered transactions. The Department's sales-tax rate tables should be checked for the exact county and effective date. Local rates can change quarterly, so a statewide combined-rate average is not a reliable estimate for a particular store, warehouse, or delivery location. Local property taxes and business occupational taxes also depend on where the business operates.

Georgia has no separate estate or inheritance tax. For an outbound conversion, reconcile any remaining income-tax and payroll obligations and identify whether taxable Georgia sales will continue. Foreign registration can preserve the company's authority to operate after conversion, but it does not replace tax registration. Close accounts only when the relevant activity ends, and preserve the accepted conversion documents with the final or continuing tax returns.

House Bill 463 also increased the 2026 standard deduction to $15,000 for single filers and $30,000 for married couples filing jointly.

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 LLC from Georgia 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 Georgia 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 LLC to Texas from Georgia

Georgia 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. Georgia permits an outbound conversion for an LLC or business corporation. A Georgia LLC uses O.C.G.A. § 14-11-906; a Georgia corporation uses O.C.G.A. § 14-2-1109.3. Each provision allows the listed foreign forms when the destination law permits the conversion, including a same-type LLC or corporation moving to another state. The Secretary of State's Entity Conversion Matrix, revised March 20, 2026, identifies the approved filing combinations. Section 14-2-1109.1 is not the correct outbound corporate authority. Identify the current and resulting entity type before preparing your LLC's transaction.
2. Prepare a Plan of Conversion that explains the ownership treatment. Both § 14-11-906(b) and § 14-2-1109.3(b) require a plan stating the manner and basis for converting members' interests or corporate shares into the resulting entity's interests, shares, obligations, or other securities. A same-owner move should expressly identify the resulting ownership rather than leaving it to inference. Attach or incorporate the destination governing documents as appropriate to the transaction. Explain changed voting rights or management arrangements before seeking approval. Record the closing conditions and the person authorized to complete the destination and Georgia filings.
3. For a Georgia LLC, examine the operating agreement before applying the default. § 14-11-906(c) requires unanimous member consent unless the articles of organization or a written operating agreement provide otherwise. A majority rule should therefore be supported by an actual qualifying provision, not assumed from ordinary management authority. Preserve the signed consents and the provision used to determine the vote. The same section's abandonment rule also looks to the plan and, where relevant, the articles or written operating agreement. Do not let a public certificate's signature substitute for the members' approval of the plan's economic and governance terms.
4. A Georgia corporation's outbound vote is different. Under § 14-2-1109.3(c), the board submits and recommends the plan under the referenced procedures, and all shareholders must approve the plan. This is not the ordinary majority standard used for every other corporate action or in every other state. Include nonvoting or otherwise specially situated holders in the legal review instead of assuming that only the largest voting block matters. The statute also limits post-approval amendments that adversely change consideration or other material terms without the relevant authorization. Retain the board action and shareholder approvals with the complete plan.
5. The Georgia public instrument is a Certificate of Conversion. The required contents appear in § 14-11-906(g) for LLCs and § 14-2-1109.3(i) for corporations. Identify the current Georgia name, the resulting name and jurisdiction, and any later effective date and time. Include the appropriate approval recital and the service-of-process statements. The Secretary of State's Business Division FAQ explains filing procedures for conversion documents. Prepare a certificate meeting the statute rather than assuming that an inbound articles-of-organization form or a document labeled articles of conversion is the required Georgia outbound record.
6. Include the continuing service appointment and mailing address. The outbound certificate revokes the Georgia registered agent's authority at the conversion's effective time and irrevocably appoints the Secretary of State for specified pre-conversion obligations. It must provide a mailing address for process and state that the Secretary of State will be notified of address changes. The LLC provisions also preserve applicable dissenting-member claims. Use an address that will remain monitored after the Georgia office closes. If the resulting foreign entity will continue Georgia business, its separate foreign registration and agent arrangement must be coordinated with this statutory service provision.
7. Use the current fee breakdown. The 2026 Entity Conversion Matrix lists a $105 conversion charge, consisting of a $95 filing fee and a $10 service charge. If the resulting entity must register to continue Georgia business, the matrix identifies an additional $225 foreign-registration charge. The combined $330 amount is therefore not the base fee for every outbound conversion. Destination filing and optional expedited services are additional. Confirm the exact filing combination and payment method before submission, and preserve the accepted certificate. A payment confirmation or an uploaded draft does not by itself establish that the conversion was approved for filing.
8. Destination law supplies an essential part of the legal effect. Both § 14-11-906(e) and § 14-2-1109.3(g) provide that the conversion is effected, and has the effects provided, under the law of the resulting entity's jurisdiction and the plan to the extent consistent with that law. Identify the destination continuity provision in the closing memorandum. Do not cite the Georgia LLC statute as if it were a universal corporate vesting rule. Reconcile names and effective times across both filings and obtain any certified evidence required to complete the Georgia record or demonstrate the resulting entity's existence.
9. A filed corporate conversion may need a separate amendment certificate. § 14-2-1109.3(d) requires a Certificate of Amendment of Conversion if the approved plan is amended after the original certificate is filed but before the conversion becomes effective. An officer or other authorized representative executes that filing, which must be delivered before effectiveness. Review whether the proposed change adversely affects shareholders and whether the original approval authorized it. Preserve the amended plan and shareholder action with the public amendment. A private revised plan alone does not update a public certificate that is already scheduled to take effect.
10. Georgia provides a specific real-estate recording option. Under § 14-11-906(i) for LLCs and § 14-2-1109.3(k) for corporations, a certified conversion certificate can be recorded with the superior-court clerk in a county where the converting entity owns real property. The converting entity is indexed as grantor and the resulting foreign entity as grantee, and the statute exempts that certificate's recording from the specified real-estate transfer tax. Coordinate the filing with the title company and lender. This option documents the entity transition; it does not excuse a contractual consent or resolve every separate property-tax consequence.
11. Keep the existing Georgia record current until closing. Georgia entities generally file annual registration between January 1 and April 1. Resolve overdue registrations and confirm the current officers or managers and registered-agent information before presenting the transaction for filing. If Texas requires a certificate of existence, obtain one meeting its timing requirements. Review loan documents, leases, and regulated licenses for notice or consent to the jurisdiction change. Federal EIN and tax-election questions depend on the particular transaction and should be considered separately, especially where the plan changes entity type or ownership in addition to changing the formation state.
12. The corporate process provision requires more than a forwarding address. Under § 14-2-1109.3(j), a party serving the Secretary of State in the specified proceeding must also mail process to the resulting entity's chief executive officer, chief financial officer, secretary, or comparable officer at the listed address. Keep those records accurate after the move and ensure that the recipient can identify notices relating to the former Georgia corporation. This continuing service arrangement supports enforcement of earlier obligations even though the company's original Georgia registered-agent appointment has ended.
13. Complete the continuing-business and tax follow-up. If your LLC will continue Georgia business after moving from Georgia to Texas, obtain the required foreign authority under the statute and maintain the applicable Georgia annual-registration calendar. Continuing Georgia-source income or employees can also require further tax and payroll filings. If activity ends, coordinate final returns and account closure with the actual cessation date. Retain the signed plan, all necessary approvals, accepted Georgia and destination records, real-estate recording evidence, and tax correspondence. Assign responsibility for monitoring the process address and completing the first report or renewal required in Texas.

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