How to Transfer or Move a LLC from West Virginia 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 West Virginia. 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 West Virginia outbound instrument so the same LLC continues without interruption.

Tax considerations when moving a LLC from West Virginia to Texas

West Virginia reduced its individual income-tax rates again for tax year 2026. S.B. 392, signed March 31, 2026, applies a further 5 percent reduction retroactive to January 1, 2026. Rates now range from 2.11 percent to 4.58 percent; the top bracket begins above $60,000 for most filing statuses and above $30,000 for married taxpayers filing separately. The Tax Division's 2026 reduction notice and W. Va. Code § 11-21-4j supply the current rates. A resident owner generally remains taxable on income from all sources, while a nonresident must account for income that remains attributable to West Virginia.

West Virginia's corporate net income tax remains 6.50 percent. Pass-through status does not establish a complete entity-level exemption. Under W. Va. Code § 11-21-3a, a qualifying entity can elect to pay tax at the highest individual rate, making the 2026 elective rate 4.58 percent. The election is annual and irrevocable for that year; eligible owners receive proportionate credits, with unused credit carried forward for up to five taxable years. Disregarded entities cannot make that election.

The state sales tax is 6.00 percent, with municipal additions where imposed. West Virginia has no current separate estate or inheritance tax. For a LLC moving from West Virginia to Texas, continuing West Virginia property, payroll, customers, and owners' residence determine remaining tax exposure. Model the actual 2026 rates and continuing source income before estimating relocation savings. Changing the entity's domicile alone does not move its owners or close business-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 West Virginia 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 West Virginia 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 West Virginia

West Virginia 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 West Virginia LLC or business corporation can use an interstate merger to relocate its business to a surviving entity in Texas. The LLC authority is W. Va. Code § 31B-9-904. For a business corporation, the operative merger authority is W. Va. Code § 31D-11-1102, with definitions in section 31D-11-1101. Confirm that the destination law permits the merger and the intended survivor. An address change or foreign qualification alone leaves the original entity's domestic jurisdiction unchanged.
2. The conversion provisions do not supply a general direct move from a West Virginia corporation to a foreign corporation. Section 31D-11-1109 concerns conversion of a domestic corporation to a domestic LLC. The LLC chapter's conversion provisions likewise must be read for their specified entity types. For the ordinary same-type outbound transaction discussed here, prepare the merger route rather than using an unrelated conversion form or describing every West Virginia conversion as prohibited.
3. An LLC Plan of Merger must identify the constituents, the survivor and its organization type, the terms, the treatment of ownership interests or other consideration, and the survivor's principal business address. Section 31B-9-904(c) requires all members' approval unless the operating agreement specifies another number or percentage. Each foreign constituent follows its own governing law. The plan should authorize any permitted amendment or abandonment before effectiveness and identify the destination organizational documents that the owners are approving.
4. A corporate merger requires a separate board and shareholder analysis. Under section 31D-11-1104, the board adopts the plan and ordinarily submits it with a recommendation or an explanation for withholding one. Meeting notice goes to every shareholder, including nonvoting shareholders, and includes the plan and the required survivor-document information. The default requires a quorum comprising at least a majority of votes entitled to be cast, including each required voting group. The affirmative-vote rule comes from section 31D-7-725: votes favoring the action must exceed opposing votes, subject to a greater applicable requirement.
5. For an LLC, section 31B-9-905 requires Articles of Merger signed for each constituent. Include names and jurisdictions, relevant formation dates, confirmation that the plan was approved and signed, the survivor's name and address, and the effective date. Identify a foreign LLC constituent's West Virginia authority or state that no application has been filed. The survivor must provide the plan without charge to an entitled owner who requests it.
6. Business-corporation Articles of Merger follow section 31D-11-1106. The filing identifies the parties and effective date, any survivor charter amendments or newly created corporation's articles, and the required approval statements for domestic and foreign constituents. Each party signs through an officer or other authorized representative. The Secretary of State's Business and Licensing resources provide the current filing channel. Distinguish the approved internal plan from the public articles and attach the documents that the corporate statute actually requires.
7. Corporate tax clearance can control the effective closing sequence. Under section 31D-11-1106(c), the Secretary of State withholds the merger certificate where the foreign survivor has not qualified in West Virginia until the specified notices establish that taxes and employment-security obligations are paid, provided for, or inapplicable. Coordinate the Tax Division and employment-account review before releasing the destination filing. A routine entity-status certificate does not replace these agency notices or establish that the merger certificate has issued.
8. The statutory base fee for a two-party merger is $25 under W. Va. Code § 59-1-2. Additional parties, destination filings, optional service charges, and legal work can add costs. Separate the state's base charge from any private service-provider package or optional expedited processing. Identify which fee schedule applies to the actual constituents before paying, particularly where a foreign entity has its own registration or filing obligation.
9. West Virginia real estate requires recorded evidence of the merger. Section 31B-9-904(f) requires a constituent LLC holding West Virginia real estate to execute and acknowledge confirmatory deeds for recording in the counties where the parcels are located. For a corporate merger, section 31D-11-1107(a)(4) also requires confirmation deeds and expressly prohibits transfer or excise tax on their recording. Identify every parcel before closing; statutory vesting of title does not eliminate this specific recording requirement.
10. The legal effects for an LLC appear in section 31B-9-906. Property and liabilities vest in the survivor, pending proceedings continue, and the disappearing LLC's Articles of Merger serve as its dissolution articles. Unless otherwise agreed, the disappearing LLC need not conduct a separate winding up or distribute its assets. Corporate effects are governed by section 31D-11-1107. This continuity does not independently decide federal tax qualification or which employer identification number the survivor must use.
11. Effective July 1, 2026, eligible entities gained a biennial reporting election. Section 59-1-2a permits an entity in good standing with five consecutive timely annual reports to elect biennial reporting. The fee is $25 annually or $50 biennially; the filing deadline remains June 30 of the applicable year. Existing qualifying businesses receive the statutory 2027 election window. The amendment does not forgive earlier delinquencies. Review the entity's election and report history before scheduling its departure.
12. A surviving foreign LLC continuing West Virginia business must obtain authority under section 31B-9-905(b). A business corporation must likewise analyze foreign qualification. Maintain a reliable process address: section 31B-9-906(b) supplies Secretary of State service where the foreign survivor lacks an available designated agent. Do not cancel necessary registration, agent service, or tax accounts simply because the owners signed the merger plan.
13. Corporate owner consent must address any new personal liability. Section 31D-11-1104(8) requires each shareholder who would become personally liable for another person's or entity's obligations through the merger to execute a separate written consent. A general majority vote does not replace that individual consent. Keep these instruments with the board and shareholder approvals, and compare the liability consequences under the destination governing documents before the owners vote.
14. The LLC merger's effectiveness follows section 31B-9-904(e), which permits filing effectiveness or a later date stated in the articles. The corporate statute, section 31D-11-1106(b), expressly addresses issuance of the Secretary of State's merger certificate. Build that distinction and any required clearance into the filing instructions. Before releasing funds or changing ownership records, obtain the operative acceptance evidence from both jurisdictions and confirm that the survivor exists under the destination law at the intended closing time.
15. The closing file should connect the approved plan, constituent approvals, accepted filings, corporate clearance notices where required, and recorded real estate deeds. Review lender and material-contract provisions that expressly address mergers, assignments, or notice. Track any final tax returns and any continuing foreign-entity obligations separately. Preserve the historical West Virginia formation record with the survivor's destination record so banks, title examiners, counterparties, and tax preparers can establish succession without treating the operating business as an unexplained new entity.

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