How to Transfer or Move a LLC from Rhode Island 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]

How to transfer a corporation to Texas from New York [step-by-step]

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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 Rhode Island. 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 Rhode Island outbound instrument so the same LLC continues without interruption.

Tax considerations when moving a LLC from Rhode Island to Texas

Rhode Island taxes individual income at graduated rates from 3.75 percent to 5.99 percent and apportioned C corporation income at 7.00 percent, subject to a $400 minimum. An LLC or S corporation does not escape all entity taxes because it receives pass-through treatment: most pass-through entities owe a $400 annual tax or fee, and qualifying entities may elect a 5.99 percent tax on eligible owners' income with corresponding owner credits. Rhode Island also requires withholding on certain nonresident owners' Rhode Island income. The business-return requirements depend on classification and Rhode Island activity; a pass-through election does not eliminate the minimum charge or the need to account for nonresident owners. The Division of Taxation's pass-through entity guidance explains these separate obligations.

Rhode Island's general sales and use tax rate is 7.00 percent, without a municipal sales-tax addition. Its estate-tax threshold for deaths in 2026 is $1,838,056, increased from $1,802,431 for 2025. This threshold is separate from the federal estate-tax exemption; an estate can owe Rhode Island tax without owing federal estate tax. Rhode Island does not impose a separate inheritance tax. The 2026 tax changes advisory also identifies a new 5 percent tax on whole-home short-term rentals and an increase in the local hotel tax to 2 percent, effective January 1, 2026.

Redomesticating a LLC from Rhode Island to Texas changes its governing jurisdiction; the owner's residence and Rhode Island business activity determine continuing income-tax exposure. Rhode Island property or employees can preserve filing obligations after conversion. Review nonresident withholding and the final business return before closing accounts. Changing the entity's domicile alone does not remove Rhode Island real estate from an owner's estate-tax analysis.

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 Rhode Island 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 Rhode Island 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 Rhode Island

Rhode Island 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. Rhode Island permits an outbound conversion of an LLC or business corporation. An LLC uses R.I. Gen. Laws § 7-16-5.2; a business corporation uses R.I. Gen. Laws § 7-1.2-1008. These provisions authorize a Rhode Island LLC to become a foreign LLC and a Rhode Island corporation to become a foreign corporation. The corresponding law of Texas must also permit the transaction. A change of registered agent or mailing address does not change the entity's state of organization.
2. The outbound instrument is Form 611A, Application for Certificate of Conversion to a Non-Rhode Island Entity. The Department of State's Form 611A applies to a departure from Rhode Island. Form 611 concerns conversion into a Rhode Island entity and should not be substituted for the outbound form. For an LLC or business corporation, Form 611A states a $50 filing fee. Destination filing charges and any outstanding taxes are separate from that base fee, as are legal fees or optional certified-copy charges.
3. An LLC must follow the approval hierarchy in section 7-16-5.2(b). First apply the operating agreement's conversion procedure. If it contains no conversion procedure and does not prohibit conversion, apply its merger-approval procedure. If neither procedure exists and conversion is not prohibited, approval requires members holding more than 50 percent of the current profits interests. When the LLC has multiple classes or groups, that default applies within each class or group. A headcount vote or a manager's signature alone does not establish compliance with a profits-interest voting requirement.
4. A business corporation has a different approval rule. Section 7-1.2-1008(b) calls for a board resolution recommending conversion, notice of the meeting's time and purpose mailed at least 20 days before the meeting, and approval by all outstanding shares, including nonvoting shares. Section 7-1.2-1008(i) addresses a corporation that has issued no shares. Identify the applicable procedure before circulating documents; an LLC majority-vote provision cannot supply the corporation's approval. If action by written consent is used, its validity must rest on the corporation's separate consent authority and governing documents.
5. The internal conversion record should identify the existing Rhode Island entity and the same business as continued under Texas law. Attach the destination organizational documents and specify how every ownership interest continues or changes. Distinguish a change of domicile from any proposed recapitalization, admission of an owner, or change in federal tax classification. For an entity with preferred interests or restrictions on transfers, reconcile the conversion documents with those rights before obtaining signatures. The approved version should match the instruments submitted in both jurisdictions.
6. The public certificate must contain the outbound statutory information. For an LLC, section 7-16-5.2(e) requires its current name and original name if changed, the original formation-filing date, the destination jurisdiction, and the resulting entity's name and type. It also requires the approval statement and any future effective date or time. A business corporation's certificate follows section 7-1.2-1008(c), including its original incorporation information. Use the Rhode Island entity identification number from the existing public record; do not describe the transaction as an unrelated new formation.
7. Rhode Island preserves a service-of-process route for pre-conversion obligations. The outgoing entity must accept Rhode Island service and appoint the Secretary of State for the obligations covered by the statute. Form 611A requests an address for forwarding process. That address should remain monitored after the registered agent's outgoing authority ends. A stale forwarding address can prevent management from learning of a claim even though statutory service remains effective. Conversion does not extinguish existing debts or discharge an owner's prior personal liability.
8. Form 611A instructs corporations and LLCs to address their final tax return and Rhode Island tax standing before submission. Confirm the requirements with the Division of Taxation and reconcile them with any operations that will continue after conversion. A Secretary of State status certificate and a tax letter serve different purposes; neither should be described as a universal substitute for the other. The form requires a tax good-standing letter for limited partnerships, while its corporation and LLC instructions call for tax-status confirmation. Entity type therefore matters to the departure packet.
9. The effective date must agree with the destination filing. Form 611A permits a later effective date within its stated limits, including up to 90 days for business corporations and LLCs. Use a date and time that the law of Texas also permits. Preserve the acceptance evidence for each filing and check the public record after processing. An uploaded document or payment receipt does not itself establish that both states accepted the transaction or that the chosen effective time has arrived.
10. Under sections 7-16-5.2(c), (g)-(h) and 7-1.2-1008(e)-(h), a qualifying conversion continues the entity and preserves property and liabilities under Rhode Island law. It does not require a liquidation merely because the entity ceases to be domestic to Rhode Island. That statutory result does not establish federal tax treatment or amend contract provisions requiring notice or consent. Review secured debt and material contracts for provisions concerning conversion or a change in governing jurisdiction, and obtain any required consent before effectiveness.
11. Annual reports remain a separate compliance item. The Department of State's instructions identify the annual reporting window as February 1 through May 1, excluding the formation year. Review the entity's actual filing history before selecting an effective date, including any report that will become due while a destination filing is pending. Keep the registered agent in place until the departure filing takes effect and any continuing foreign registration has been addressed. An internal resolution approving conversion does not suspend the report deadline. Maintain a calendar entry for each obligation that survives the move and assign responsibility for receiving state correspondence.
12. Real estate and recorded liens require attention even where the conversion statute preserves title without a transfer. The closing file should identify each Rhode Island parcel and the title under which it is recorded, together with the accepted conversion certificate showing continuity of the owner. Notify the title insurer or secured lender when its documents require notice, and verify whether a record update is needed for a later sale or refinancing. Preserve historical names and formation dates in that record. The conversion should not be paired with an unnecessary deed or asset distribution without analyzing the separate consequences of that additional transaction.
13. An entity that continues doing business in Rhode Island after conversion must evaluate registration as a foreign entity and maintain the corresponding agent and tax accounts. An entity ending its Rhode Island operations should close only the accounts for which its final filing obligations have been satisfied. The 2026 estate-tax threshold of $1,838,056 also warrants a separate review for an owner who remains a resident or holds Rhode Island property; the business filing does not change the owner's domicile. Retain the conversion approvals and accepted filings as the permanent evidence connecting the pre-conversion and post-conversion entity.

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