How to Transfer or Move a LLC from Mississippi 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 Mississippi. 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 Mississippi outbound instrument so the same LLC continues without interruption.

Tax considerations when moving a LLC from Mississippi to Texas

Mississippi taxes individual income above $10,000 at 4.00 percent for tax year 2026, reduced from 4.40 percent in 2025. The enacted rate falls to 3.75 percent in 2027. The Department of Revenue's rate table distinguishes the year income is earned from the year its return is filed. Corporate income tax remains graduated: zero on the first $5,000, 4.00 percent on the next $5,000, and 5.00 percent above $10,000. Eligible partnerships and S corporations can elect entity-level income taxation, with related owner credits. Corporations may also owe franchise tax: for 2026, the published calculation uses $0.50 per $1,000 of the applicable capital base, subject to a $25 minimum. The scheduled 2027 rate is $0.25 per $1,000 before the phaseout ends.

Mississippi's general sales tax is 7.00 percent, but qualifying groceries have been taxed at 5.00 percent since July 1, 2025 under HB 1's enacted changes. Local and special-purpose taxes can apply to particular transactions. Mississippi imposes no current estate or inheritance tax, and no state estate return is required for deaths from 2005 onward. For a LLC redomesticating from Mississippi to Texas, compare the reduced individual rate with the corporate and franchise regimes rather than treating them as interchangeable. Continuing Mississippi business activity may preserve returns and collection duties after the domicile changes. The owner's residence and Mississippi-source income also require separate analysis.

For franchise tax, the Department compares the applicable capital employed above $100,000 with assessed Mississippi property values under its published formula. The greater base controls, and the $25 minimum can matter even when the percentage calculation is small.

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 Mississippi 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 Mississippi 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 Mississippi

Mississippi 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. Mississippi permits direct same-type domestication for both LLCs and corporations. The governing framework is the Mississippi Entity Conversion and Domestication Act, Miss. Code 79-37-501 through 79-37-506. It is a shared transaction statute, not the Mississippi Revised Limited Liability Company Act, which appears in a different chapter. Under section 79-37-501, a Mississippi entity may become a foreign entity of the same type when destination law authorizes it. An LLC remaining an LLC and a corporation remaining a corporation therefore use domestication. Confirm the destination's authority for the LLC before arranging the move from Mississippi to Texas.
2. The Plan of Domestication must contain the prescribed transaction and governing-document terms. Section 79-37-502 requires the existing name and type, the destination name and jurisdiction, and the manner in which ownership interests will be converted. It also requires the proposed public formation document and the full text of private governing rules proposed to be in a record. Approve the destination operating agreement or bylaws with the plan. Identify each ownership class and explain whether its economic rights remain unchanged or are exchanged for different interests or consideration. A brief authorization to file is not a substitute for these substantive plan contents.
3. The approval rule comes from the applicable governing framework and statutory fallback. Section 79-37-503 first applies relevant domestication approval requirements. In their absence, it uses the specified merger procedures, including a shareholder-approved merger procedure for a corporation. A noncorporate entity without an applicable approval rule generally requires all interest holders to approve. The statute separately protects owners who would become personally liable for future entity obligations. Review the operating agreement or corporate voting provisions before circulating the consent. Record the required vote and the approving owners, and authorize the representative who will sign and deliver the Statement of Domestication.
4. The public filing is a Statement of Domestication under section 79-37-505. The filing statute requires the names, jurisdictions, and prescribed entity information, the approval recital, and any permitted delayed effective time. An outbound foreign entity that is not registered in Mississippi must supply a mailing address for forwarding legal process. Critically, the statute also requires a copy of the filed domestication documents from the destination jurisdiction as an attachment for an outbound move. The closing instructions must therefore address how that accepted destination evidence will be obtained and included, rather than assuming that two unsupported applications alone complete the Mississippi package.
5. Effectiveness and attachment rules depend on the direction of the transaction. Section 79-37-505 permits a delayed effective date no more than 90 days after filing. An outbound domestication takes effect at the later of the time determined under destination law or the effective time of the Mississippi statement. The same section's certificate-of-good-standing requirement, using evidence issued less than 180 days before filing, concerns a resulting Mississippi domestic entity. It should not be presented as a universal outbound attachment. Nevertheless, Texas or a lender may independently require Mississippi status evidence. Distinguish that request from the mandatory copy of the filed destination domestication documents and preserve both where applicable.
6. A signed plan can substitute for the statement only if it contains every required filing item. Section 79-37-505 expressly permits that alternative. Filing the entire plan can disclose private governing terms and ownership economics, so review the public-record consequences before choosing it. A separate statement can provide the mandatory public information while the complete approved plan remains in the company's internal records. The authority given to the filing representative should address clerical corrections and any permitted amendment or abandonment. A correction affecting owner consideration or the approved destination governing documents should be returned for the required approval instead of being treated as a routine filing-office adjustment.
7. The published Mississippi domestication fee is $50. The Secretary of State's fee schedule lists the domestication transaction separately from formation and conversion filings. Destination fees, optional certificates, and professional charges are additional. Use the current Business Services office and business-forms system to identify the relevant filing and current submission method. Confirm the Mississippi entity number and exact legal name before preparing the statement. Review annual-report status and resolve any administrative dissolution or other registry issue before scheduling a dependent destination filing. Good-standing evidence is useful only if it accurately reflects the entity record being used for closing.
8. The effect statute preserves the same entity and existing obligations. Section 79-37-506 continues identity without interruption and preserves property without a transfer, reversion, or impairment. Debts and pending proceedings remain under the statutory framework. A valid direct domestication does not require a separate liquidation of the operating entity. The statute also preserves the specified Mississippi service arrangements for covered obligations of the former domestic entity. Record the address that will receive process and keep it monitored after the move. Existing company debt or an owner's personal guaranty is not discharged merely because destination law now governs the organization.
9. Private contracts and operating permissions still need transaction-specific review. Check financing agreements for express restrictions on domestication or a change of organizational jurisdiction and obtain any required consent before effectiveness. Determine what accepted evidence banks and insurers need to update their records. A regulated license may impose its own notification procedure even where entity continuity is preserved. Federal tax classification and EIN treatment require separate analysis, particularly if ownership changes at the same closing. Keep the approved plan and state filings consistent with the actual transaction so that a later reviewer can distinguish a pure domicile change from a broader restructuring.
10. Continuing Mississippi operations can preserve registration and tax duties. A Texas entity that remains active in Mississippi should evaluate foreign qualification and registered-agent coverage. Income-tax and franchise-tax obligations depend on classification and continuing activity. The Department of Revenue's current business-tax guidance shows a 2026 franchise-tax rate of $0.50 per $1,000 of the applicable base, subject to the minimum, during the enacted phaseout. Prior liabilities remain due. File final returns and close tax accounts only when their obligations end. Retain the approved plan and owner approvals with accepted filings, destination attachments, and required consents, and calendar the first destination report plus any continuing Mississippi foreign-entity filing.
11. Separate a change of domicile from a change of business structure. Article 5 preserves the entity type. If the owners also want an LLC-to-corporation change, use the Act's conversion provisions and the corresponding destination procedure. That choice affects the plan and public filing and may change the tax analysis.

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