How to Transfer or Move a LLC from Hawaii to Texas

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

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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]

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

Tax considerations when moving a LLC from Hawaii to Texas

Hawaii's 2026 individual income-tax rates range from 1.4% to 11%. The 11% bracket begins above $325,000 of taxable income for single filers and $650,000 for joint filers. The standard deduction increased in 2026 to $8,000 for single filers and $16,000 for joint filers. Those current amounts should be separated from future schedules when comparing redomestication of your LLC from Hawaii to Texas.

A major enacted change arrives in 2027. Act 24, signed May 21, 2026, adds a 13% top bracket above $500,000 for single filers, $750,000 for heads of household, and $1 million for joint filers. It also revises the earlier schedule of tax relief rather than simply allowing every previously announced bracket expansion to proceed unchanged. The Department of Taxation's May 2026 legislative update compares the enacted 2027 schedule with the previous law. The 13% rate is upcoming law, not the rate for 2026 income.

Hawaii's corporate income tax ranges from 4.4% to 6.4%. An LLC taxed as a partnership or disregarded entity generally passes ordinary income through to owners, while a corporate election changes that result. Eligible partnerships and S corporations may elect the Hawaii pass-through entity tax, with a 9% rate applying to taxable years beginning after December 31, 2023. The election, owner credits, and nonresident obligations need to be considered together.

Hawaii's general excise tax, or GET, taxes business activity rather than operating as an ordinary retail sales tax. The standard rate is 4%, with a county surcharge where applicable; wholesale and other qualifying activities have different rates. GET can apply to services and rents as well as retail sales. Because it is imposed on gross business income, it can remain payable when the business has little net profit. Exemptions and deductions depend on the transaction; not every receipt is taxable at the same rate.

Hawaii's estate-tax exemption is $5.49 million, and the highest estate-tax rate is 20%. Local real-property taxes remain relevant even when a company changes its legal domicile. Moving the entity does not itself change the owner's residence, remove Hawaii-source income, or relocate Hawaii real estate. Before closing tax accounts, review continuing GET activity and payroll obligations. The accepted conversion should be retained with the returns and records showing when Hawaii operations actually ended.

Healthcare businesses should also review Act 47 of 2024, which provides a GET exemption for qualifying medical services associated with Medicare, Medicaid, or TRICARE beginning January 1, 2026. The exemption is activity-specific, not a blanket exemption for every healthcare receipt. For estate planning, the Hawaii M-6 instructions explain the separate state exemption and calculation rather than simply importing the federal estate-tax exemption.

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 Hawaii 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 Hawaii 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 Hawaii

Hawaii 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. Hawaii uses statutory conversion for an outbound change of domicile. An LLC follows Haw. Rev. Stat. § 428-902.5; a business corporation follows § 414-271. These provisions allow the listed domestic or foreign resulting forms when the destination law and the transaction requirements are satisfied. An LLC remaining an LLC and a corporation remaining a corporation should be distinguished from a transaction that also changes entity type. Confirm that Texas accepts a continuation by conversion of the particular Hawaii entity. A change to the principal-office address alone does not change the law governing your LLC.
2. Prepare a Plan of Conversion with the statutory terms. The LLC statute and corporate statute call for the names and organizational forms before and after conversion, the destination jurisdiction, continuation under the resulting form, and the manner of converting ownership interests. Describe what each owner will receive and whether existing percentages and economic rights continue. Review the destination governing documents with the plan so the resulting management and voting rules are known before approval. If the conversion changes a member's role or a shareholder's liability, identify that change expressly. A short filing authorization should be supported by the complete executed transaction record.
3. LLC approval follows the specified merger framework. § 428-902.5 directs approval of the plan under the provisions that would apply to the LLC as a nonsurviving party to a merger. Review those provisions and the operating agreement instead of assuming that any manager can approve a change of domicile alone. The statute also protects an owner's retained interest and prevents imposition of personal liability without the required consent. Record the membership interests and voting power used for approval. The public Articles of Conversion require vote information, so the approval record should support the numbers entered in the filing.
4. Corporate approval requires the corporate merger-style process. Under § 414-271, the plan is approved by the board and shareholders in the manner specified for a merger under § 414-313. Review the applicable voting groups and any greater charter requirement. The statutory conditions also address retention of ownership and consent to personal liability. If a shareholder receives different consideration or a changed class of equity, the plan should explain that result before approval. Retain the board action, notices, and shareholder voting record. An officer's authority to sign the public document is separate from the required approval of the transaction.
5. The LLC merger approval rule contains a concrete default. Haw. Rev. Stat. § 428-904(e), applied through the conversion statute, looks to the operating agreement's ownership-percentage approval provision, with the stated majority floor; if the agreement does not provide a rule, all members approve. The relevant measure is the specified ownership interest, not simply the number of people signing. Before entering the authorized-vote and for-and-against figures in Form X-10, reconcile the agreement, current ownership schedule, and actual approval. A transfer of an interest shortly before closing can change who is entitled to approve and the calculation of the vote. Preserve the updated schedule and the approval date together so the certificate can be substantiated later.
6. Hawaii publishes Articles of Conversion on Form X-10. The Business Registration Division form provides a starting point for the filing; it is not necessary to assume that no public conversion form exists. The LLC requirements appear in § 428-902.6, and the corporate requirements appear in § 414-272. An officer or other duly authorized representative executes the articles. Identify both entities' names, types, and jurisdictions correctly. The articles certify that a plan has been approved, identify the principal place of business where the executed plan is held, and explain the owners' right to obtain it without charge on written request.
7. Report the actual voting figures. For a Hawaii LLC, § 428-902.6(a)(2) requires the total authorized votes and the numbers voted for and against the plan. For a Hawaii corporation, § 414-272(a)(2)-(3) requires outstanding share information and the votes for and against, including applicable class or series voting. A bare statement that the plan was approved does not supply those statutory figures. Reconcile the certificate with the member or shareholder record before signing. Formation documents required when the resulting entity is Hawaii domestic should not be confused with the destination filings needed for an outbound conversion.
8. Budget the current review and filing charges. The published LLC fee schedule lists $100 for Articles of Merger or Conversion, with $75 for expedited review. The profit-corporation schedule likewise lists $100 for Articles of Conversion and $75 for expedited review. Confirm any additional statutory or service charges applicable to the submission, along with the destination fees. Expedited review is not a guarantee that an incomplete or legally inconsistent packet will be accepted. Keep the issued conversion certificate and filed articles after the Department completes its review.
9. Coordinate effectiveness and abandonment with the destination. The plan should identify when the company will continue under Texas law and which acceptance evidence completes the transaction. The LLC and corporate plan provisions permit abandonment before effectiveness under the applicable plan or approval procedure. If articles have already been filed but the transaction is not yet effective, the statute requires the appropriate abandonment statement before effectiveness. Assign responsibility for that filing in advance. Revisit approval if a destination request changes ownership consideration or governance instead of merely correcting a typographical error in the public certificate.
10. Conversion preserves the continuing business and existing obligations. The LLC effect provision is § 428-903; the corporate provision is § 414-273. Review the applicable provision with destination law to document continuity of property and liabilities. A move does not release a debt, erase a personal guarantee, or resolve an existing lawsuit. Review federal tax classification and EIN treatment separately. If the plan changes entity type, the tax result may differ from a same-type change of domicile even though both transactions are labeled conversion.
11. Review Hawaii licenses, contracts, and retained property. A professional or regulated business should ask the relevant licensing program what notice, amendment, or approval the conversion requires. Acceptance by the Business Registration Division is not itself approval from a licensing board. Review leases and financing agreements for a change-of-jurisdiction clause and obtain written consent where required. Coordinate title records for Hawaii real estate and the company's identification in insurance and bank records. Keep Hawaii annual reports current while the domestic record remains active; the reporting window depends on the formation quarter, so use the entity's actual filing calendar rather than a universal anniversary-day deadline.
12. Complete tax accounts and any continuing Hawaii registration. If your LLC will continue Hawaii business after moving from Hawaii to Texas, review foreign registration and the ongoing registered-agent and annual-report requirements. Continuing Hawaii receipts can preserve general excise tax obligations even when legal domicile changes. Payroll and income-tax accounts should be reviewed separately, and final returns should reflect the actual end of taxable activity. Preserve the executed plan, approvals, vote calculations, filed articles, destination evidence, and any license correspondence together. Assign responsibility for the plan-copy requests and legal notices that may arrive after the move, and calendar the destination's first report.

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