How to Transfer or Move a LLC from Louisiana 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 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]

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

Tax considerations when moving a LLC from Louisiana to Texas

Louisiana substantially changed its tax system beginning in 2025. The individual income tax is now a flat 3.00 percent, and the corporate income tax is a flat 5.50 percent for tax periods beginning on or after January 1, 2025. Louisiana also repealed its corporation franchise tax for tax periods beginning on or after January 1, 2026. The repeal does not cancel unpaid franchise tax for earlier periods. The Department of Revenue's corporate tax guidance distinguishes these effective dates. Eligible partnerships and other pass-through entities can elect Louisiana's 3.00 percent entity-level income tax. LLCs taxed as C corporations remain subject to the corporate regime, so the legal label LLC does not establish the tax result.

A further change applies to S corporations for tax years beginning in 2026. Under La. Rev. Stat. § 47:287.732, as amended by Act 382 of 2025, Louisiana generally recognizes federal S corporation treatment. An S corporation still must address the required state information return and nonresident composite obligations, or an applicable pass-through entity tax election. The 2025 corporate instructions, including the 2026 changes, explain the transition. Older descriptions of Louisiana's S corporation exclusion mechanism should not be applied automatically to a 2026 relocation.

Louisiana's general state sales tax increased from 4.45 percent to 5.00 percent on January 1, 2025, with parish and municipal taxes added where applicable. The taxable base also expanded to specified digital products and services, including certain software access arrangements. The state sales-tax rate guidance should be read together with the relevant local rate. Louisiana has no currently payable general inheritance tax or estate transfer tax for present-day deaths under the death-tax rules. For a LLC redomesticating from Louisiana to Texas, these enacted reforms materially change the comparison. The savings still depend on actual Louisiana activity after closing: continued Louisiana-source income, workers, or taxable sales can preserve state filing duties despite the change in legal domicile.

The PTE election rate guidance confirms that the elected rate is 3 percent. Distinguish that election from the new default S corporation treatment. A company selling digital products should also review the expanded taxable-service guidance for the product actually sold, including software access, instead of assuming that every electronic transaction receives identical treatment.

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 Louisiana 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 Louisiana 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 Louisiana

Louisiana 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. Louisiana provides different outbound procedures for LLCs and business corporations. An LLC can change its state of organization through the conversion procedure in La. Rev. Stat. 12:1308.3. A corporation uses the domestication provisions in La. Rev. Stat. 12:1-920 through 12:1-925, including an outbound charter surrender. The LLC's Request for Conversion should not be described as the document used by every Louisiana entity. For a LLC moving from Louisiana to Texas, confirm the existing legal form and the destination's authority before choosing the filing package. Professional or otherwise regulated businesses also need to confirm that their ownership and activities are permitted under the destination's entity and licensing rules.
2. An LLC's authority and approval rule appear in the same conversion statute. La. Rev. Stat. 12:1308.3 permits a Louisiana LLC to convert to an LLC organized under another jurisdiction's laws unless that jurisdiction prohibits the conversion. The Louisiana approval threshold is a majority of members, or a greater vote required by the articles or operating agreement. The relevant measure should be checked against the actual governing documents instead of assuming that one manager or the owner of the largest economic interest can act alone. Document the required member approval and specify the treatment of the membership interests in the continuing destination LLC.
3. The LLC's written Request for Conversion requires formal execution. Section 12:1308.3 calls for an authentic act or a document acknowledged before a notary. A manager signs for a manager-managed LLC, while a member signs if management is reserved to members. The request includes the prescribed names and municipal addresses of managers or members, as applicable, and identifies the destination and the continuing name. It must address the approval obtained, the basis for converting the ownership interests, and compliance with both jurisdictions' requirements. A generic unsigned plan or an ordinary address-change filing does not satisfy those statutory elements. Prepare the request from the statute even if a commercially supplied template uses a different caption.
4. Keep a detailed internal conversion record even where the public request supplies the statutory terms. Approve the destination formation document and operating agreement, and state whether existing ownership percentages or distribution preferences will change. Describe any interests exchanged for cash or other property, because that can affect the tax analysis. The approval should authorize the named signer to complete the Louisiana request and coordinate the destination filing. Any authority to correct clerical information should be distinguished from authority to alter the owners' economics. This record also provides the information needed to explain the transaction later to a bank or counterparty that asks why the Louisiana LLC now appears in the destination registry.
5. The LLC procedure contains two different 30-day rules. Under section 12:1308.3, the request can specify a delayed effective date no more than 30 days after delivery for filing. Separately, the statute requires a certified copy of the destination certificate evidencing conversion to be filed in Louisiana within 30 days after that certificate is issued. That is a post-issuance evidence requirement; it should not be inaccurately described as an absolute requirement to possess the destination certificate before every initial Louisiana submission. Assign responsibility for obtaining the certified destination document and tracking its issuance date. Preserve the Louisiana receipt establishing that the follow-up evidence was delivered on time.
6. A business corporation instead prepares a Plan of Domestication. La. Rev. Stat. 12:1-920 authorizes outbound domestication when destination law permits it and governs the required plan. Section 12:1-921 requires board adoption and shareholder approval, generally by a majority of all votes entitled to be cast and the required separate voting groups, subject to applicable higher requirements. The shareholder meeting notice must include the prescribed information about the plan and resulting articles. Address every share class and any applicable appraisal rights. The LLC's majority-of-members rule is not the corporate approval rule and should not be copied into a corporation's consent.
7. The corporate outbound filing is Articles of Charter Surrender. La. Rev. Stat. 12:1-923 requires the corporate name, a statement connecting the surrender to domestication, the required shareholder and voting-group approval recital, and the new jurisdiction. An officer or other duly authorized representative executes the document. Section 12:1-922 concerns the corresponding incoming corporate domestication filing and should not be used as if it were the outbound instrument. The destination's filing requirements and effective-date law must be coordinated with the Louisiana surrender. The surrender changes the charter jurisdiction as part of the approved transaction; it is not an instruction to liquidate the company and distribute its assets.
8. Louisiana's Commercial Division fees changed on October 1, 2026. The official Act 921 fee-change schedule now lists $35 annual reports for domestic corporations and LLCs. It lists $95 for the described domestic-corporation amendment, merger, or dissolution filings and $125 for the corresponding LLC category. The schedule does not separately classify every outbound LLC conversion request or corporate charter surrender, so confirm the applicable category before paying for those particular documents. The quoted fee should identify the precise outbound document and services selected. Standard 24-hour expedited service is now an additional $35, while priority service is $60; destination charges and professional fees are separate.
9. Check the entity record and certificates required by the actual closing. Reconcile the exact Louisiana name and charter number with annual-report status and the destination application. Resolve any administrative-status problem before scheduling dependent filings. A certificate of good standing is distinct from the LLC's certified destination conversion evidence: the latter is expressly required by section 12:1308.3 after issuance. The destination or a lender may separately request current Louisiana good-standing evidence. Identify the recipient and required document age before ordering it. Filing-office acceptance does not establish that every Louisiana tax liability or contractual consent has been resolved, so keep those reviews tied to their respective requirements.
10. For an LLC, the statute expressly preserves identity and existing obligations. Section 12:1308.3 continues the same LLC without interruption, preserves its property and rights, and maintains liabilities and pending proceedings without a separate winding up. It also preserves Louisiana service of process for covered pre-conversion obligations. For a corporation, the destination's domestication law supplies the outbound effect analysis under section 12:1-920; Louisiana's corresponding provisions preserve applicable shareholder protections. Review lender covenants and regulated licenses for specific notice or consent obligations. A statutory jurisdictional change does not itself guarantee federal tax neutrality or EIN treatment, particularly where a closing also changes ownership or tax classification.
11. Tax planning must reflect the reforms already effective in 2026. Louisiana's corporate tax guidance confirms that the corporation franchise tax was repealed for periods beginning January 1, 2026, while prior-period liabilities remain collectible. The separate S corporation transition applies to tax years beginning in 2026 under La. Rev. Stat. 47:287.732, as amended by Act 382 of 2025. Review required information returns and nonresident composite or elected PTE payments under that regime. Do not calculate a nonexistent 2026 franchise tax solely because the entity leaves midyear, or apply the former S corporation exclusion mechanism automatically to the current year.
12. Close only the Louisiana registrations and accounts whose obligations actually end. If the Texas entity retains Louisiana operations, evaluate foreign qualification and a Louisiana registered agent, together with continued tax and licensing duties. A statutory service appointment for historical obligations is not a substitute for ordinary authority to conduct ongoing business. Preserve the approved plan or conversion record with accepted documents from both states and the required certified destination evidence. Record the actual effective time and retain written third-party approvals. Calendar the first destination report and any continuing Louisiana filing so that the business's public record, contracts, and tax accounts consistently identify the entity that exists after the move.

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