How to Transfer or Move a LLC from New Hampshire to Texas

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

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

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How to transfer an LLC from New York to Texas [step-by-step]

How to transfer a corporation to Texas [step-by-step]

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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]

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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 New Hampshire. 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 New Hampshire outbound instrument so the same LLC continues without interruption.

Tax considerations when moving a LLC from New Hampshire to Texas

New Hampshire does not tax wages, and its tax on interest and dividends was repealed for taxable periods beginning after December 31, 2024. The repeal does not eliminate New Hampshire's business taxes. The Business Profits Tax is 7.5 percent of taxable business profits. For taxable periods beginning in 2025 or 2026, its filing threshold is gross business income above $109,000. That threshold measures gross income, not taxable profit. An LLC, partnership, or sole proprietorship can fall within the business-tax rules even though its federal income is reported by its owners.

The separate Business Enterprise Tax is currently 0.55 percent of the enterprise value tax base, generally compensation plus interest and dividends paid after applicable adjustments. For 2025 and 2026, a return generally is required when either gross business receipts or that tax base exceeds $298,000. Qualifying Business Enterprise Tax payments can offset Business Profits Tax, so adding the two percentages does not produce a meaningful combined rate.

A 2026 law raises the Business Enterprise Tax filing thresholds to $400,000 beginning January 1, 2027. It also establishes conditional rate reductions tied to certified business-tax surpluses and reserve requirements. The current rate should not be described as automatically falling to 0.50 percent in 2027. The effective-date provisions and conditions appear in RSA 77-E:2-a and 77-E:5. These enacted changes should be included in forecasts for a move closing near year-end. For example, a business with $350,000 of gross receipts and an enterprise value tax base below $400,000 could fall below both new BET thresholds in 2027. It must still test the separate Business Profits Tax filing threshold and calculate taxable profits where a BPT return is required.

New Hampshire has no general sales tax and no current separate estate or inheritance tax. Its meals and rentals tax and local property taxes can still affect particular businesses. A business with significant New Hampshire real estate should compare the actual municipality's assessment and rate before projecting savings.

When redomesticating a LLC from New Hampshire to Texas, distinguish corporate or LLC domicile from continuing New Hampshire business activity. Retained employees or property can sustain business-tax filing duties. The interest and dividends repeal benefits individuals, but it does not make an operating business tax-free. File final returns and request account closure only where business activity and other filing requirements have ended.

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 New Hampshire 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 New Hampshire 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 New Hampshire

New Hampshire 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. New Hampshire allows an LLC or business corporation to domesticate into Texas when the destination law permits the move. The LLC authority is RSA 304-C:205, and the corporate authority is RSA 293-A:920. These provisions address continuation of the same entity type under a different state's law. A domestic New Hampshire LLC remaining an LLC in Texas uses the LLC procedure; a corporation remaining a corporation uses the corporate procedure. A change of entity type requires separate conversion analysis. Registering a New Hampshire company as foreign in the destination does not by itself change its legal domicile.
2. Outgoing entities file Articles of Charter Surrender. An LLC uses RSA 304-C:208 and Form D2A. A corporation uses RSA 293-A:923 and Form D2. The Articles of Domestication forms used for incoming businesses are not the same documents. The surrender identifies the existing entity and confirms approval of the domestication into the new jurisdiction. It operates in connection with legal continuation elsewhere and should not be described in the company's records as an ordinary liquidation. Prepare the destination's companion instrument using that jurisdiction's terminology and confirm that both sides describe the same entity, ownership arrangement, and intended transaction.
3. The LLC plan should be complete before members approve it. RSA 304-C:205 requires the terms of the domestication and the treatment of membership interests, with the proposed destination formation document and operating agreement. Describe any change in member rights, management arrangements, or the company name. If the business is owned by one member who will continue as sole owner, make that continuity explicit. For multiple owners, reconcile the destination agreement with the existing membership ledger and any transfer restrictions. Include the intended effective date and conditions for releasing the filings. A bank consent or license approval that is essential to continued operations should be addressed before the company commits to a closing it cannot implement.
4. Member approval is governed by RSA 304-C:206. Under the LLC approval provision, the default vote is a majority of all votes entitled to be cast by each voting group, subject to a greater requirement in the operating agreement. The meeting notice must reach members entitled to receive it, including nonvoting members, and include the plan and proposed organizational documents. Existing operating-agreement restrictions concerning mergers can apply to the domestication. Therefore, possession of majority economic interests is not a substitute for checking the actual voting groups and notice requirements. Keep the signed approval with the final plan and record any waiver or written-consent procedure used to satisfy the applicable rules.
5. Corporations must separately address directors and shareholders. RSA 293-A:921 generally requires board adoption followed by approval by the relevant shareholder voting groups. Notice and delivery of the required plan materials are part of that process. The statute also permits a written-consent route involving all outstanding shares, including shares otherwise lacking voting rights, under its stated conditions. Do not assume that consent by only the voting majority qualifies for that special route. Review appraisal rights and any greater vote required by the articles. The destination articles and bylaws should match what the shareholders approved, especially where the corporation has preferred stock or contractual governance rights.
6. Coordinate surrender with the destination's legal effectiveness. The New Hampshire outbound statutes depend on an authorized domestication under the destination law. Prepare closing instructions identifying the order of filing and the evidence each office requires. Confirm whether the destination accepts a future effective date and how its requirements interact with the New Hampshire surrender. A filing-service confirmation is not the same as accepted articles. If one state rejects a document, address whether the other filing can be corrected, delayed, or abandoned before it becomes effective. Record the final effective date in the minute book and use that date when updating tax and banking records. A common date alone does not resolve inconsistent time-of-day provisions.
7. The official New Hampshire surrender fee is $35 for the listed form. The LLC forms and fee schedule lists Form D2A, and the corporation schedule lists Form D2. Destination filings and separately requested certificates add to the total. Review outstanding annual reports and the entity's administrative status before ordering closing evidence. A certificate of good standing may be required by the destination even when the New Hampshire surrender form does not require one. Confirm the age and format of any certificate needed, and distinguish those evidence costs from the base surrender fee in the transaction estimate.
8. Legal continuity requires reading both states' rules. The destination law governs the effect of an outgoing New Hampshire domestication, while New Hampshire preserves specified rights connected with the original entity. RSA 304-C:209 addresses LLC effects, including service of process and the rule that domestication is not deemed a transfer of New Hampshire real property. Its incoming-entity provisions should not be indiscriminately quoted as the governing law for an outbound transaction. Confirm continuation of property and obligations under the destination statute as well. Existing claims and owner liabilities are not erased by moving the charter. Federal tax classification and EIN treatment must also be addressed independently of the Secretary of State filings.
9. Review material agreements and required registrations before closing. A financing agreement may require consent to a change of governing jurisdiction even when state law continues the same company. A lease may impose a notice requirement with a specific delivery method. Obtain any required approval in writing and ensure that the description matches the approved domestication. Professional or regulated businesses should confirm that the destination entity satisfies the licensing rules applicable to the activity and its owners. Determine how insurance coverage and account authority will be updated. If the business owns New Hampshire real estate, provide the accepted filings to the title professional and document the appropriate record update without assuming that a new deed is always required.
10. Abandon an already filed LLC transaction through the required public record. RSA 304-C:210 allows members to abandon an approved domestication before it becomes effective unless the plan provides otherwise. If Articles of Charter Surrender have already been filed, a signed abandonment statement must reach the Secretary of State before the domestication's effective date. It takes effect upon filing and prevents that domestication from becoming effective. This procedure matters when a destination rejects the companion filing or an essential closing condition fails. Identify who can authorize and sign an abandonment statement while preparing the plan. A request to the filing service or an internal email does not replace the statutory statement delivered for filing.
11. Continuing New Hampshire business requires a separate compliance decision. A LLC organized in Texas that continues transacting business in New Hampshire may need foreign authority and a New Hampshire registered agent. Business Profits Tax and Business Enterprise Tax obligations can continue even though the owner no longer owes New Hampshire interest and dividends tax. Retained payroll or property may also sustain accounts. File final returns only where the relevant filing obligation ends and preserve evidence of accepted account closure. Keep the signed plan and approvals with both states' accepted instruments, status certificates, and required notices. Assign responsibility for the first destination report and any continuing New Hampshire filings so the domestication does not create an administrative lapse.

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