How to Transfer or Move a LLC from North Dakota to Texas

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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 North Dakota. 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 North Dakota outbound instrument so the same LLC continues without interruption.

Tax considerations when moving a LLC from North Dakota to Texas

North Dakota taxes individual income using a zero-rate bracket followed by rates of 1.95 percent and 2.5 percent. Annual bracket thresholds vary by filing status and inflation adjustments. The Office of State Tax Commissioner publishes the current individual schedules. Corporate income tax uses graduated rates of 1.41 percent on the first $25,000 of North Dakota taxable income, 3.55 percent on the next $25,000, and 4.31 percent above $50,000. These brackets apply to taxable income after the relevant state adjustments and apportionment, not to gross receipts.

Partnerships and S corporations generally allocate taxable income to their owners, but they can have state return obligations and must address nonresident withholding or composite reporting. An LLC electing corporate tax treatment follows the corporate rules. The state's S corporation and partnership guidance explains when owners' North Dakota-source income creates filing and payment duties. Pass-through classification does not remove those obligations.

North Dakota's state sales tax rate is 5 percent, with local sales and use taxes varying by city or county. Use the actual transaction location to determine the combined rate. Taxable business property can remain subject to local property tax after redomestication. North Dakota has no current separate estate or inheritance tax.

For a LLC redomesticating from North Dakota to Texas, compare the destination's taxes with the North Dakota income and operations that will remain. North Dakota-source business profits can stay taxable after the charter changes. Moving the legal entity also does not establish an owner's change of residence. Maintain withholding and other required accounts until the relevant activity ends, and coordinate any final filings with the effective transaction date.

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 North Dakota 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 North Dakota 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 North Dakota

North Dakota 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. North Dakota provides an outbound domestication procedure for an LLC under N.D. Cent. Code §§ 10-32.1-67 through 10-32.1-71. A North Dakota LLC can become a foreign LLC when the destination jurisdiction authorizes the transaction. A business corporation instead uses the statutory conversion provisions in §§ 10-19.1-104.1 through 10-19.1-104.6, which allow a qualifying conversion into a foreign organization. These are different procedures with different approval and filing documents. Keeping an LLC as an LLC or a corporation as a corporation also differs from changing its entity type during the move. Confirm the route available in Texas before preparing either transaction.
2. For an LLC domestication, § 10-32.1-67 requires a written plan identifying the company and the jurisdictions before and after domestication. The plan must explain the transaction terms and include the proposed organizational documents of the domesticated company. Address how membership interests will continue under the destination operating agreement, especially where management rights or distribution provisions will change. Under § 10-32.1-68, the North Dakota LLC must obtain the required member consent, with the statute specifying all-member approval. Section 10-32.1-71 separately protects persons who would incur interest-holder liability. Resolve these approvals before asking an authorized representative to sign the public filing.
3. The LLC files Articles of Domestication under § 10-32.1-69. They identify the existing and domesticated companies and confirm that the plan was approved as required. For an outbound domestication, include the information needed for service of process on the resulting foreign company. Effectiveness follows the law of the destination jurisdiction, making the destination filing a central part of the closing sequence. Obtain evidence that the destination has accepted the company and confirm the actual effective date. Do not assume that uploading the North Dakota articles, without completing the destination's requirements, has already changed the company's governing law.
4. North Dakota also requires a separate organizational surrender step for an outbound LLC. Under § 10-32.1-70(3), deliver a statement surrendering the company's articles of organization, identifying the company and confirming the required approval and destination jurisdiction. This is part of the domestication procedure and should be coordinated with the Articles of Domestication and the destination filing. A company that files the transaction articles but omits the surrender statement may leave its North Dakota record incomplete. Retain the filed surrender document with the destination evidence, so banks and future transaction counsel can follow the company's legal continuity from its original formation.
5. For a business corporation, prepare the written plan of conversion required by § 10-19.1-104.2. Identify the names and organizational forms before and after conversion, the applicable jurisdictions and the terms for converting shares into ownership interests. Include the resulting entity's organizational records as required. Section 10-19.1-104.3 governs board and shareholder action, including voting rights for affected classes or series. Meeting notices generally must be sent to all shareholders, including those without voting rights, between 14 and 50 days before the meeting and must include the plan or a short description. Check the articles for any additional approval requirement before scheduling that notice period.
6. Corporate Articles of Conversion under § 10-19.1-104.4 require more than a statement that the corporation is moving. Include the statutory identifying information and approval statements, together with the plan without its organizational-record attachments and the required copy of the converted organization's originating record. A resulting foreign organization without North Dakota authority must supply the office information required for forwarding process. If it will continue transacting business in North Dakota, address the foreign authority application with the conversion filing. The statute also requires applicable updates to North Dakota trade name and trademark records bearing the converting corporation's name. Review those registrations before submitting the articles.
7. The corporate continuity rule in § 10-19.1-104.6 and the LLC rule in § 10-32.1-70 preserve the company's property and obligations through the transaction. The entity continues in its new jurisdiction, and a pending proceeding can continue against it. Domestication or conversion therefore does not ordinarily require a liquidation of assets followed by a new business purchase. It also does not discharge debts or release personal guarantees. Review loan agreements for provisions expressly covering a change of domicile or organizational form. Where a contract or license requires notice or consent, complete that requirement even though statutory continuity preserves the entity itself.
8. The LLC filing fee for Articles of Domestication is $50 under § 10-32.1-92, with separate fees potentially arising from foreign qualification and other filings. A corporation should use the fee schedule applicable to its Articles of Conversion rather than assuming the LLC charge covers every submission. Current filing access is available through North Dakota FirstStop. Include the destination's charges and the cost of certified records when preparing the budget. The total will depend on whether the company continues doing business in North Dakota and whether it needs additional registrations after the move.
9. A plan may need to change before closing. The LLC provisions allow amendment or abandonment under the plan and the applicable approval rules before the transaction becomes effective. For a corporation, § 10-19.1-104.5 addresses abandonment, including a separate filing when articles have already been delivered but the conversion has not taken effect. Identify who can make that decision in the approval documents. This becomes practical when the destination rejects a name, a lender withholds consent, or an agreed closing condition is not satisfied. Do not treat an internal decision to stop as automatically canceling an already filed transaction document.
10. North Dakota's corporate annual report deadline changes with registration status. Under § 10-19.1-146, a domestic corporation ordinarily reports by August 1, while a registered foreign corporation reports by May 15, subject to the first-report rules. LLCs generally report by November 15 under § 10-32.1-89, whether domestic or registered foreign. A corporation that converts out but keeps North Dakota authority should therefore update its reporting calendar to the foreign-corporation schedule. Confirm the first report due after conversion and ensure the registered agent receives current instructions. Retain any report already filed for the transition year with the conversion records.
11. After redomestication from North Dakota to Texas, evaluate North Dakota foreign qualification and annual reporting based on the activities that remain. A registered foreign entity may still need a North Dakota agent and reports, while employees or taxable North Dakota sales can preserve separate tax registrations. Match account changes to the effective date and the actual cessation of activity. Provide the conversion or domestication evidence to banks when updating account records, and check federal tax identification requirements against the transaction actually completed. State-law continuity does not, by itself, establish every federal tax result or eliminate reporting for the year of the move.

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