How to Transfer or Move a LLC from Oregon to Texas

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

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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]

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

Tax considerations when moving a LLC from Oregon to Texas

Oregon imposes individual income tax at rates reaching 9.9 percent. In 2026, the Metro Supportive Housing Services personal income tax adds 1 percent above $128,000 for single filers or $205,000 for joint filers, with thresholds now adjusted for inflation. Multnomah County's Preschool for All tax adds 1.5 percent above $125,000 for single filers or $200,000 for joint filers, plus another 1.5 percent above $250,000 or $400,000, respectively. Where all three apply, the top marginal percentages total 13.9 percent. The City of Portland administers these local income taxes. Multnomah County has scheduled Preschool for All rates of 2.3 percent and 3.8 percent for January 1, 2027, as confirmed in its current rate notice.

Oregon's corporate excise tax generally is 6.6 percent on the first $1 million of taxable income and 7.6 percent above that amount, subject to a minimum tax based on Oregon sales. Oregon has no general sales tax, but its separate Corporate Activity Tax, or CAT, reaches many corporate and pass-through businesses. CAT generally is $250 plus 0.57 percent of taxable Oregon commercial activity above $1 million, after permitted adjustments. Registration can begin at $750,000 of Oregon commercial activity. A qualifying subtraction based on labor costs or cost inputs can affect the tax calculation. The CAT subtraction generally uses 35 percent of the greater of eligible labor costs or cost inputs, subject to apportionment and other limitations.

Pass-through entities generally allocate income to their owners, but eligible partnerships and S corporations can elect Oregon's PTE-E tax at 9 percent on the first $250,000 of distributive proceeds and 9.9 percent above that amount. Senate Bill 1510, enacted in 2026, extended the program through tax years beginning before January 1, 2028. The Department of Revenue explains the extension and owner credits. CAT and applicable local business taxes require separate analysis.

Oregon's estate tax has a $1 million filing threshold and graduated rates from 10 percent to 16 percent. Oregon does not impose a separate beneficiary-level inheritance tax. Closely held business interests can bring an estate above the threshold even when the owner has limited liquid assets. A company's change of formation state does not itself change the owner's domicile or the situs of Oregon real property. For deaths on or after January 1, 2022, the Oregon estate return and payment generally are due 12 months after death. A six-month filing extension does not automatically extend the payment deadline, an important distinction for an estate holding illiquid business interests.

For owners of a LLC redomesticating from Oregon to Texas, calculate state and local taxes from the actual residence and business locations. Retaining Oregon customers or operations can preserve CAT and income-tax duties. The 2027 local rate increase and the newly extended PTE-E election are concrete planning considerations. Coordinate any personal move with the business transaction and document which Oregon activities continue before closing tax accounts.

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 Oregon 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 Oregon 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 Oregon

Oregon 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. Oregon allows a domestic LLC or business corporation to convert into an eligible entity organized under another jurisdiction's law when that jurisdiction permits the conversion. For an LLC, the controlling sequence is ORS 63.467 through 63.479, including ORS 63.470 for authority, 63.473 for approval and 63.476 for filing. For a business corporation, use ORS 60.470 through 60.478, including ORS 60.472 for authority, 60.474 for approval and 60.476 for filing. A move from Oregon to Texas can therefore use conversion even when the company retains the same entity type. Confirm that the destination's inbound procedure fits the Oregon transaction.
2. The Oregon Secretary of State's guidance on relocating a business to another state explains the outbound conversion route. The destination may call its corresponding process domestication, continuation or conversion. Determine which destination documents must be delivered and whether they require evidence of Oregon authorization before selecting the filing sequence. Check name availability and the proposed registered agent at the same time. If the company will change from an LLC to a corporation, or the reverse, address the resulting ownership and tax consequences expressly. A same-type relocation should not be combined with an entity-type change merely because a form uses the word conversion.
3. An Oregon LLC prepares a written plan under ORS 63.470. The plan identifies the converting and converted entities, states their jurisdictions and describes the terms and conditions of conversion. It must explain how the existing membership interests will become interests or other consideration in the resulting entity and include the other information the statute requires. Review the proposed destination operating agreement alongside the current Oregon agreement. Differences in management authority or member economic rights should be visible in the approval materials. Keep the plan consistent with the destination filing, particularly where the destination requires specific continuity statements or a different public organizational document.
4. ORS 63.473 governs LLC approval. Its statutory voting rule generally requires a majority of the members unless the articles of organization or operating agreement require a greater vote. Do not substitute a percentage-of-capital calculation without confirming that it matches the applicable voting rule. Review any separate requirements associated with the resulting entity and any personal liability that owners might acquire. Record the members' approval of the actual final plan. The person authorized to sign Articles of Conversion should have clear filing authority, but that signature authority does not replace the underlying member approval required for the transaction.
5. For a business corporation, ORS 60.474 incorporates the approval process associated with ORS 60.487. The board generally approves the plan and submits it to shareholders, with notice to all shareholders whether or not entitled to vote. The notice must include the plan or an appropriate summary. The applicable approval standard generally requires a majority of all votes entitled to be cast by each voting group entitled to vote separately, subject to greater requirements. Examine the articles and the rights of each share class before calculating the vote. Review appraisal rights under the applicable corporate provisions where the proposed conversion gives shareholders those rights.
6. The public filing is Articles of Conversion under ORS 63.476 for an LLC or ORS 60.476 for a corporation. Identify the company before and after conversion and provide the required approval information. Oregon permits submission of the plan with the articles or an authorized written declaration identifying where the plan is kept and confirming the required access to it. Accordingly, it is inaccurate to say that the plan must always remain private or that it must always be filed in full. Decide which statutory submission option the company will use, and ensure the declaration satisfies the conditions for providing the plan to entitled owners without charge.
7. The filing's effective date must be coordinated across both jurisdictions. Oregon's conversion provisions address effectiveness by reference to the Oregon articles and the filing required by the destination, including the later applicable effective time. Confirm the destination's acceptance before treating the move as complete. If a permitted delayed date is used, compare the date and time stated in both records and account for any different time-zone convention. A rejection in one jurisdiction can leave the planned closing incomplete. Keep an agreed process for correcting the filing or obtaining further owner approval if the accepted transaction would differ from the approved plan.
8. ORS 63.479 and ORS 60.478 explain the legal effect of conversion. The converted entity continues, its property remains vested in it and its obligations remain enforceable. Pending proceedings can continue in the converted entity's name, and the transaction does not ordinarily require a liquidation and distribution of assets. These provisions can reduce the need for separate asset transfers, but they do not waive a lender's contractual right to approve a domicile change. Review agreements that specifically cover conversion or a change in organizational jurisdiction. Obtain any required consent before the statutory effective date and retain it with the transaction record.
9. Where a company owns Oregon real estate, confirm what evidence the title company or county records require to connect its former and current legal identities. Statutory continuity does not mean every public record automatically updates. Similar issues arise with vehicle titles and intellectual-property registrations. Provide the relevant agency or counterparty with certified conversion evidence when required, and verify that the updated record identifies the continuing entity correctly. An assumed business name also warrants a separate review under the effect provisions and registration rules. Avoid submitting a new unrelated entity's information when the transaction is intended to preserve the existing company's identity.
10. Budget using the actual Oregon filing category and the destination's requirements. Oregon's business registration forms and instructions provide the applicable filing information. The total can include the conversion submission and certified copies, as well as foreign qualification if the company retains Oregon operations. A foreign registration fee should not be described as the universal conversion fee. Check whether expedited handling is available for the particular submission before making a time commitment. The closing schedule should account for destination review and any lender or licensing consent, even if the Oregon filing itself can be processed quickly.
11. A converted company that continues transacting business in Oregon may need to remain registered as a foreign entity, with an Oregon registered agent and annual reports. Changing its home jurisdiction does not automatically terminate those requirements. Review the registered office and mailing address so official notices reach the appropriate person after the move. Close an Oregon registration only after determining that the company's remaining activities no longer require it. A company with Oregon employees or continuing Oregon-source revenue may also retain tax accounts even where its business-registration status changes. Treat the registration and tax analyses as related but separate decisions.
12. Oregon's tax rules make that continuing-activity review particularly concrete. The state Corporate Activity Tax can remain relevant to Oregon commercial activity regardless of the company's new charter jurisdiction, and a federal pass-through classification does not itself provide an exemption. Oregon also extended its elective pass-through entity tax program through tax year 2027 in enacted 2026 legislation. Use the Department of Revenue PTE-E guidance when coordinating an existing election with the move. A conversion should not be treated as automatically ending an election or eliminating the owners' Oregon-source reporting obligations.
13. After the move, retain the approved plan and its filing declaration, the owner approvals and accepted records from both states. Update the destination governing documents and the company's ownership ledger as the plan requires. Confirm any federal tax identification consequences from the precise transaction rather than assuming that every statutory conversion has the same federal result. If Texas does not authorize the intended conversion for this LLC, evaluate a permitted merger or other reorganization before filing anything in Oregon. That alternative must be designed around both jurisdictions' laws and the business's contracts; an unsupported conversion filing cannot create authority that the destination does not provide.

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