How to Transfer or Move a LLC from Pennsylvania 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 to transfer your LLC or corporation out of Pennsylvania with no downtime [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]

Pennsylvania business owners: how to transfer your company to a new state with no downtime

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 to transfer your LLC or corporation out of Pennsylvania with no downtime [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]

Pennsylvania business owners: how to transfer your company to a new state with no downtime

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

Tax considerations when moving a LLC from Pennsylvania to Texas

Pennsylvania imposes a flat 3.07 percent personal income tax. Its corporate net income tax rate is 7.49 percent for tax year 2026, down from 7.99 percent in 2025. The enacted schedule lowers the corporate rate to 6.99 percent in 2027, then by another half percentage point annually until it reaches 4.99 percent in 2031. The Department of Revenue publishes the complete schedule. Pennsylvania's former capital stock and foreign franchise tax was eliminated for tax years beginning January 1, 2016, and should not be treated as a current annual tax.

Partnerships and Pennsylvania S corporations generally allocate income to their owners, but they still have information-return obligations and may need to withhold for nonresident owners. An LLC taxed as a C corporation follows the corporate net income tax rules. Local taxes must be considered independently. Philadelphia's 2026 Business Income and Receipts Tax rates are 5.65 percent on taxable net income and 1.395 mills, or 0.1395 percent, on taxable gross receipts. These percentages tax different bases and should not simply be added. Philadelphia eliminated its $100,000 BIRT exemption beginning with tax year 2025, affecting returns first due in 2026. The city's transition policy gives qualifying newly affected businesses relief from the first estimated payment, with quarterly second-year estimates available. This changes payment timing without restoring the eliminated exemption for their business receipts. Other municipalities can impose earned income or business taxes.

Pennsylvania's general sales tax rate is 6 percent. Allegheny County adds 1 percent, producing a 7 percent combined rate, while Philadelphia adds 2 percent, producing an 8 percent combined rate. Exemptions depend on the item or service. Moving a legal charter does not eliminate collection duties for taxable Pennsylvania sales.

Pennsylvania has no separate current estate tax, but its inheritance tax generally applies at 4.5 percent to lineal descendants, 12 percent to siblings, and 15 percent to other taxable beneficiaries. Spousal transfers are taxed at zero percent, and additional exemptions can apply. Qualifying family-owned businesses may receive special treatment when statutory conditions are met. The beneficiary's relationship and property involved matter more than the business's formation address.

For owners of a LLC redomesticating from Pennsylvania to Texas, compare the scheduled corporate reductions with the destination's rules and any continuing local taxes. Pennsylvania-source income can remain taxable, and retained property can sustain inheritance-tax exposure. A legal redomestication and an owner's personal change of domicile require separate analysis. Confirm remaining state and local obligations before requesting tax-account closure.

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 Pennsylvania 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 Pennsylvania 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 Pennsylvania

Pennsylvania 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. Pennsylvania's Entity Transactions Law supplies a direct domestication procedure for eligible LLCs and business corporations moving to another jurisdiction. The controlling provisions are 15 Pa.C.S. §§ 371 through 376, which address authority, the plan and its approval, followed by the filing and legal effect. Under § 371, a Pennsylvania entity can domesticate as the same type of entity in Texas when the destination law authorizes the transaction. This framework applies to both LLCs and corporations. It should not be described as an LLC-only procedure, and a same-type domestication should be distinguished from a conversion that changes the entity's type.
2. Begin by checking whether Texas accepts an inbound domestication of the specific LLC. The destination's term for the transaction may differ, but its legal effect and filing requirements must fit the Pennsylvania plan. Confirm the company's proposed name and the destination's registered-agent requirements before owner approval. Review the Pennsylvania governing documents for special voting provisions or restrictions on a move. A regulated business also needs to address § 314, which preserves applicable governmental approvals and restrictions involving regulated activities. The domestication statute does not independently authorize a resulting company to conduct banking, insurance or another activity requiring separate licensing.
3. Section 372 requires a written plan of domestication. Identify the entity's name and jurisdiction before and after the move, confirm that it remains the same entity type and explain the transaction terms. The plan must address the interests in the company and include the proposed public organizational record and private governing rules for the domesticated entity. For an LLC, compare the proposed operating agreement with the existing agreement. For a corporation, review the destination charter and bylaws. If ownership rights will change, describe those changes in the plan rather than presenting the transaction to owners as only a change of mailing address.
4. An LLC approves the plan under § 373 and the applicable provisions of Subchapter B, including § 325. The statutory default generally uses a majority of votes cast by members entitled to vote, with any required separate class vote, subject to the company's governing rules. A manager-managed LLC ordinarily also requires manager approval under the section unless an applicable exception or governing provision changes that requirement. Notice generally goes to members of record, including members without voting rights, with the plan or a summary and the required information about access to the resulting governing documents. Review the operating agreement before deciding how these default rules apply.
5. A business corporation follows § 321. The board ordinarily adopts a resolution approving the plan and submits it to shareholders, with the required notice to all shareholders of record whether or not entitled to vote. The general statutory standard is a majority of votes cast by shareholders entitled to vote, including a majority of votes cast in each required separate class vote, subject to applicable provisions that change the result. This is not automatically a majority of every outstanding share. Calculate the vote using the actual governing rules and attendance or consent procedure. Where dissenters rights apply, the notice must include the required statutory information.
6. Owner approval should cover the final plan. Section 374 controls amendment and abandonment after approval, including limits on changing specified owner terms without further consent. Address closing conditions and the authority to abandon in the plan so an unresolved destination filing or lender consent can be handled properly. If a statement has already been filed but domestication has not become effective, an abandonment filing may be needed under the applicable provisions. An internal decision to cancel does not necessarily reverse the public record. Retain the approval record and any later authorized amendment with the version of the plan used for filing.
7. Pennsylvania's public filing is a Statement of Domestication under § 375. The Department of State statement and instructions request information about the entity before and after domestication, including the original creation date and the applicable office addresses. The statement confirms the required approval and states a later effective date or time if one is selected. Supply any required tax-clearance certificates with the filing. Coordinate the destination documents so the names, entity type and effective dates agree. A destination certificate issued in a different name from the Pennsylvania statement can create a preventable gap in the evidence of continuity.
8. Tax clearance is a significant Pennsylvania closing issue. Under 15 Pa.C.S. § 139(a)(2), a domestication that takes a Pennsylvania entity out of domestic status into a nonregistered foreign association generally requires clearance certificates from both the Department of Revenue and the Department of Labor and Industry. The two certificates address different liabilities, so obtaining one does not replace the other. Determine early which tax and employer accounts must be brought current. Do not set the closing date on the assumption that the Department of State will accept an outbound statement without the certificates where the statute requires them.
9. The clearance rule has an important exception. Section 139(d) provides an exception when the entity simultaneously registers as a foreign association in Pennsylvania, subject to the statute's conditions. This can matter when the company moves its legal domicile but keeps a Pennsylvania office or other activity requiring registration. Decide whether the resulting foreign entity will remain registered before assembling the filing package. Registration is not an appropriate substitute for clearance merely to avoid resolving taxes if the chosen structure does not fit the statute. Existing tax liabilities remain obligations of the continuing entity regardless of which filing route is used.
10. Pennsylvania also addresses dual domestication in § 375. The filing must correctly state whether the entity intends to retain its status in the original jurisdiction when the applicable laws permit that result. For a straightforward outbound move, make sure the plan and statement reflect the intended end of Pennsylvania domestic status and any separate Pennsylvania foreign registration. Do not confuse foreign qualification with maintaining two domestic charters. Review the destination's effect rules and the Pennsylvania statement together before selecting the relevant response. The public record should describe the actual legal structure the owners approved, rather than a default box selection that creates a different result.
11. Under § 376, domestication preserves the entity's continuity, including its original formation date and its ownership of property. Its obligations and pending proceedings continue, and the domestication does not ordinarily require winding up or distributing assets. Existing creditor rights remain intact. Review financing documents for any consent requirement tied specifically to a jurisdiction change, and consider whether the company's licenses require an updated domicile record. Where Pennsylvania real property is involved, obtain appropriate evidence for title records and assess transaction-specific tax consequences. Statutory continuity should not be treated as a universal exemption from every recording or tax requirement associated with a particular asset.
12. The Pennsylvania filing fee for a Statement of Domestication is $70 under 15 Pa.C.S. § 153. Destination fees and any separate Pennsylvania foreign-registration charge are additional. Include the cost of certified evidence and any necessary account cleanup when establishing the budget. A professional service package or an estimated overall relocation cost is not the same as the statutory filing fee. The timing may depend on tax-clearance processing, destination review and outstanding consents. Complete those dependencies before promising that the entire move will occur within the Secretary of State's ordinary document-processing time.
13. Pennsylvania introduced annual reports beginning in 2025, replacing the former decennial-report model for covered associations. The annual fee is $7 for ordinary business corporations and LLCs. Corporation reports are due June 30; LLC reports are due September 30. A domesticated company that remains registered as a foreign entity in Pennsylvania can retain these reporting obligations. The initial transition period differs from later enforcement: administrative dissolution or termination consequences begin with reports due in 2027. Keep the new deadlines in the company's calendar and update the registered office so notices reach the company after its move to Texas.
14. Complete the tax transition separately from the legal filing. Pennsylvania-source income and employer obligations can continue after domestication, while the former capital stock and foreign franchise taxes have been eliminated since 2016. For a company retaining Philadelphia activity, city taxes require their own review. Update the company's tax and banking records using the accepted domestication evidence and confirm any federal tax identification consequences from the transaction actually completed. A change in charter jurisdiction does not itself change an owner's residence. Preserve the Pennsylvania and destination filings together so future financing, a sale or an audit can establish the company's uninterrupted history.

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