How to Transfer or Move a LLC from New York 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 out of New York to Florida [step-by-step]

How to transfer an LLC out of New York to Florida [step-by-step]

NY business owners: how to relocate your LLC or corporation out of New York [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 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 out of New York to Florida [step-by-step]

How to transfer an LLC out of New York to Florida [step-by-step]

NY business owners: how to relocate your LLC or corporation out of New York [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]

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

Tax considerations when moving a LLC from New York to Texas

New York imposes individual income tax at rates reaching 10.9 percent, with the highest bracket beginning above $25 million of taxable income. New York City residents can also owe city income tax at up to 3.876 percent. The combined top marginal percentage can therefore reach 14.776 percent where both taxes apply, although the state and city calculations must be completed separately. New York's corporation franchise tax generally uses a 6.5 percent business-income-base rate, increased to 7.25 percent for taxpayers with a business income base above $5 million. Alternative bases, minimum taxes, and the metropolitan commuter transportation district surcharge can change the final liability. Enacted middle-income rate reductions phase in during 2026 and 2027, totaling 0.2 percentage points. The Department's tax expenditure report identifies the eligible income bands and schedule.

Partnership and S corporation income generally passes through, but New York permits an elective pass-through entity tax and eligible businesses may also elect the separate New York City PTET. New York S corporations still face franchise-tax filing and fixed-dollar minimum requirements. A New York City business can encounter the Unincorporated Business Tax or corporate taxes depending on its classification. These obligations make a blanket statement that pass-through entities pay no entity-level tax inaccurate. The Department of Taxation and Finance explains PTET eligibility and elections.

The state sales tax rate is 4 percent. Local additions produce an 8.875 percent combined rate in New York City. Moving a charter does not end collection duties for taxable New York sales. The taxable product or service and delivery location matter more than a statewide average when estimating post-move sales-tax costs.

For deaths in 2026, New York's estate-tax basic exclusion is $7,350,000. The exclusion benefit phases out for estates above that amount and disappears once the taxable estate exceeds 105 percent, or $7,717,500. Estate-tax rates reach 16 percent. New York has no separate inheritance tax. Closely held business interests and New York real estate should be considered when evaluating this exposure.

Redomesticating a LLC from New York to Texas changes its governing jurisdiction, but owners must separately establish any change in personal domicile. New York-source income and retained operations can remain taxable. Before a planned business sale, evaluate source-income rules and the timing of the owner's move; a new charter address alone does not determine where the gain is taxed.

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 York 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 York 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 York

New York 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. A New York LLC or business corporation ordinarily moves into a Texas entity through an interstate statutory merger. New York does not offer a general same-type outbound domestication filing for these businesses. LLC merger authority appears in N.Y. Limited Liability Company Law § 1001. Corporate interstate mergers are governed by N.Y. Business Corporation Law § 907. The destination law must permit the merger and the survivor's existence. The transaction typically begins by establishing an appropriate destination entity, then merging the New York business into that survivor. A foreign registration in Texas, by itself, leaves the business organized under New York law and does not accomplish the same result.
2. Prepare the survivor and the merger agreement as one transaction. The plan should identify both constituent entities and explain how the New York owners receive interests in the destination survivor. Reconcile any interests issued when the survivor was formed with the final ownership structure. An LLC's destination operating agreement or a corporation's articles and bylaws should be consistent with that structure. Identify the conditions that must be satisfied before closing, including required contractual consents and any tax filings. Confirm the precise legal names and formation dates from the public records. The destination entity's initial formation date and the New York business's historical formation date should not be confused in forms or representations to financial institutions.
3. New York LLC approval follows § 1002 and the operating agreement. Under the LLC merger procedure, the agreement's permitted voting standard must be checked against the statute, which generally requires at least a majority in interest. The statute also contains provisions relevant to older LLCs and their governing agreements. A meeting procedure generally requires at least 20 days' notice, with the required merger materials. Identify members entitled to notice and any rights to receive payment for their interests. A majority of people is not necessarily a majority in interest. Retain the signed agreement and approval records for every constituent entity, including the destination survivor, and confirm that later changes to the merger terms remain properly authorized.
4. The LLC Certificate of Merger must satisfy § 1003. Section 1003 requires identifying information for the parties and the survivor, approval recitals, the applicable effective date, and specified foreign-entity information. For an outgoing merger, it also addresses service of process in New York and owners' payment rights. The certificate states where the merger agreement is kept and that a copy will be supplied to eligible owners without cost. It must be signed on behalf of each constituent entity. Select a form or prepare a certificate that actually provides for a foreign survivor; a sample showing a New York survivor should not be submitted unchanged for an outbound relocation.
5. Corporations require a different approval analysis. The board adopts the plan and submits it to shareholders under Business Corporation Law § 903. The applicable vote depends in part on when the corporation was formed and what its certificate of incorporation provides. The statute retains a two-thirds rule for certain older corporations, while a majority rule applies to other corporations. Separate class approval can be required where the plan changes protected class rights. Accordingly, neither a universal majority statement nor a universal two-thirds statement accurately describes all New York corporations. Review the actual charter and the statutory transition rule before collecting votes, and address the notice and appraisal requirements that apply to the particular shareholder group.
6. The corporate foreign-survivor certificate has significant tax recitals. Business Corporation Law § 907(e) requires an outgoing merger certificate signed on behalf of each constituent corporation. Among its requirements is certification that New York taxes and fees then due from each constituent domestic corporation have been paid and that a cessation franchise-tax report through the anticipated merger date has been filed. If an estimated report was used, the foreign survivor agrees to file the final cessation report within 30 days after the merger certificate is filed and to pay any additional liability. Build this work into the closing schedule with the tax preparer. These specific corporate requirements should not be replaced with a generic instruction to close every tax account after filing.
7. Match the effective dates and required local recordings. An LLC merger certificate under § 1003 can specify a later effective date no more than 30 days after filing. A corporate interstate merger under § 907 can specify a later date within 90 days. The destination may impose different timing requirements, so coordinate the dates before either document is released. For corporate constituents, the New York statutes also require certified merger evidence to be filed in the relevant county offices, including counties where specified constituent real property is located. Determine those counties from the actual business records. Do not assume that the Secretary of State filing alone completes every required recording associated with a corporation's outgoing merger.
8. Budget official charges and certificates separately. The Department of State's LLC merger guidance identifies a $60 Certificate of Merger filing fee. The corporate merger guidance provides the corresponding procedure and charges. Destination formation and merger fees, certified copies, and optional expedited processing are additional. Review administrative status and biennial statements before closing, and obtain any certificate of status required by the destination or a lender. Evidence requirements imposed by another state cannot be inferred solely from New York's certificate checklist.
9. Publication requirements must be evaluated for the actual LLC involved. Limited Liability Company Law § 206 governs publication for a domestic New York LLC. A failure to complete publication can suspend authority to carry on business, but it does not automatically make the LLC's existence or every contract invalid. If the destination survivor later qualifies as a foreign LLC in New York, review the separate publication requirements under § 802. Prior publication by the nonsurviving domestic LLC should not automatically be assumed to satisfy the survivor's obligations. Address the applicable newspaper notices and certificate of publication in the closing budget where New York business operations will continue.
10. Apply New York's 2026 transparency rules according to their current scope. The Department of State's beneficial ownership disclosure guidance states that the current filing regime applies to covered LLCs formed outside the United States and authorized in New York. An LLC formed in another U.S. state is not thereby a foreign-country reporting company. Covered entities authorized before January 1, 2026 have a December 31, 2026 deadline; later covered registrations generally have 30 days. Determine applicability from the actual survivor and the current law. Do not add an automatic beneficial ownership filing to every interstate LLC merger merely because the destination entity is described as foreign under New York registration law.
11. Merger provides succession but does not erase existing obligations. Limited Liability Company Law § 1004 governs LLC merger effects, while Business Corporation Law § 907 addresses the foreign corporate survivor. The nonsurviving entity's separate existence ends, and its property and liabilities pass to the survivor under the applicable statutes. Contracts may separately require consent to merger or assignment by operation of law. Obtain required approvals and determine how licenses and insurance coverage will be updated. Preserve the complete chain of entity records for banks and title professionals. Federal EIN treatment and tax neutrality depend on the structure, so neither should be promised categorically based solely on the state merger statutes.
12. LLC dissent must be evaluated before the merger vote. Section 1002 permits an eligible voting member to deliver written notice of dissent before the meeting at which the merger is considered. On effectiveness, a qualifying dissenting member receives the statutory right to payment of fair value instead of continuing as a member of the survivor, with the payment procedure referring to § 509. Address potential payment obligations when forecasting the merger's cash requirements. Keep any dissent notice with the approval record, and reconcile the survivor's ownership ledger with the interests actually continuing after the merger.
13. Separate New York withdrawal from continued New York activity. If the Texas LLC will keep transacting business in New York, obtain the required foreign authority and maintain service-of-process information. New York-source income or retained payroll can preserve state and city tax duties after the merger. An owner's personal domicile must be evaluated separately from the survivor's formation state. Close accounts only where their legal filing requirements have ended. Keep the signed merger agreement and approvals with accepted filings, county-recording evidence where required, and tax correspondence. Assign responsibility for continuing New York biennial statements or publication obligations and the destination's first reporting cycle, so the completed merger produces an administratively workable business.

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