How to Transfer or Move a LLC from Wyoming 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 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]

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]

How to move your LLC or corporation to Texas from New York [step-by-step]

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

Tax considerations when moving a LLC from Wyoming to Texas

Wyoming imposes no individual income tax, general corporate income tax, or elective pass-through entity income tax. That does not eliminate the annual license tax paid by ordinary Wyoming LLCs and profit corporations. The Secretary of State's fee schedule effective July 1, 2026 sets that charge at the greater of $60 or 0.0002 of assets located and employed in Wyoming. A business with $500,000 of such assets therefore owes $100 under the asset formula, before optional filing services. The same minimum applies to both ordinary LLCs and profit corporations. The $75,000 personal-property exemption discussed below does not establish an equivalent deduction from the separate annual license-tax base; use the instructions applicable to each obligation.

The state sales and use tax rate is 4.00 percent, with applicable local additions. Use the tax rate for the actual delivery or transaction location rather than a statewide average. Wyoming has no current separate estate or inheritance tax. Sales-tax collection, unemployment, property-tax reporting, and industry-specific taxes can remain relevant even though the state does not impose a general tax on business profit.

A significant property-tax change took effect January 1, 2026. S.F. 48, enacted as 2025 Wyoming Session Laws chapter 28, exempts the first $75,000 of fair market value of business personal property owned by a person in each county under Wyo. Stat. § 39-11-105(a)(xlii). This replaces the former $2,400 de minimis rule. The county assessor's explanation confirms that asset declarations remain necessary. For a LLC redomesticating from Wyoming to Texas, property retained in Wyoming can still create filing duties. The move also does not eliminate another state's tax on owners who live there or business activity conducted there.

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 Wyoming 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 Wyoming 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 Wyoming

Wyoming 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. Wyoming uses an outbound Certificate of Transfer for an LLC or profit corporation moving to another jurisdiction. The LLC statute is Wyo. Stat. § 17-29-1011; the corresponding profit-corporation statute is Wyo. Stat. § 17-16-1720. These provisions authorize a transfer of the existing Wyoming entity to a jurisdiction that accepts it. The law of Texas must supply the corresponding authority. Wyoming's inbound domestication provisions should not be substituted for these outbound transfer sections.
2. The Secretary of State publishes different applications for LLCs and profit corporations. Use the LLC Application for Certificate of Transfer for an LLC and the Profit Corporation Application for Certificate of Transfer for a business corporation. The filing package includes a copy of the company's resolution approving the move. Wyoming's acceptance of a transfer application does not establish that the destination will accept the same form or terminology.
3. For an LLC, section 17-29-1011(f) requires a member-adopted resolution. Read it with section 17-29-407 and the articles and operating agreement. The default management rules require all members' consent for an act outside the ordinary course; for a manager-managed LLC, section 17-29-407(c)(iv)(B) specifically includes a transfer under article 10. The articles or operating agreement can affect the applicable rule. Record the actual member approvals instead of relying solely on a manager's ordinary authority to sign business documents.
4. A profit corporation follows the board and shareholder procedure in section 17-16-1720(g). The board adopts the resolution and submits it with its recommendation, or explains the conflict or special circumstance that prevents a recommendation. If shareholders approve at a meeting, notify each shareholder, including nonvoting holders, and provide the resolution and the destination articles or their summaries. Apply the section's majority-approval, majority-quorum, and separate-voting-group requirements, together with any greater requirement in the articles or imposed by the board. Section 17-16-1302(a)(vi) also calls for appraisal-rights review where destination shares have materially less favorable terms or a reduced percentage of total voting rights, subject to the statute's limitations.
5. The resolution should identify the Wyoming entity, destination jurisdiction, proposed destination name, and organizational documents that will govern after transfer. Specify how ownership continues and authorize the filing sequence. The transfer statutes require a resolution; a separately titled Plan of Domestication may be useful or required by the destination, but it should not be described as a separate universally mandated Wyoming filing. Any recapitalization, change of owners, or change in federal tax classification deserves its own express approval and analysis.
6. The application must include the outbound statutory statements. For both entity types, identify the name before transfer and any new name to be used in Texas, the destination jurisdiction, and surrender of the Wyoming organizational charter upon effectiveness. Include the required approval certification and other transfer terms. The forms also request the name and address of the proper destination official because Wyoming transmits notice of the Certificate of Transfer to that official. Verify that office information before submitting the application.
7. Wyoming requires an in-state agent for at least one year after transfer. Sections 17-29-1011(b) and 17-16-1720(b) impose this continuing process-agent requirement even after the entity's home jurisdiction changes. The application identifies the current agent and physical address. If a different agent will serve, the form requires the appropriate agent-appointment filing. Arrange and pay for the required service period, keep the forwarding contact current, and calendar the earliest permissible termination date. The transfer itself is not authority to cancel the agent immediately.
8. The Secretary of State can impose conditions protecting creditors and, for a corporation, stockholders. The statutes expressly identify public notice, a bond, or a deposit in a Wyoming depository subject to Wyoming courts as possible conditions. They are not automatic requirements in every filing, but the closing instructions must accommodate them if imposed. Wyoming can refuse the certificate when required conditions are not met. Resolve any requested protection before treating the destination filing as an unconditional closing step.
9. The statutory transfer charge is $60 for either an LLC or profit corporation. Sections 17-29-1011(e) and 17-16-1720(e) describe it as a special toll charge, in addition to other taxes and fees. Both official transfer forms state the $60 filing fee. Destination fees, the required Wyoming agent service, outstanding annual charges, and legal work are additional. A private provider's bundled price should therefore be distinguished from the state's base Certificate of Transfer fee.
10. Wyoming's fee schedule effective July 1, 2026 lists optional expedited filing services at $1,400 for the same business day and $700 for the next business day. These charges apply per document, separately from the ordinary transfer fee. The June 2026 expedited-filing instructions permit eligible submissions in person or by email using a funded Prepaid Account Deposit account. Ordinary mailed transfers can take up to 15 business days. Expedited review does not guarantee acceptance.
11. The transfer requires coordinated action by both jurisdictions. Under subsection (d) of each outbound statute, the entity continues under the destination law upon the required issuance of the destination registration certificate. Wyoming's notice to the destination official is part of that statutory process. The closing file should contain both the Wyoming transfer evidence and the destination acceptance. Do not treat a payment receipt, a mailed application, or an owner's resolution as proof that the entity has completed its change of domicile.
12. An LLC may describe Wyoming's permission as domestication, continuance, or another transfer of domicile when the destination requires that terminology, as section 17-29-1011(g) provides. The corporation has corresponding authority in section 17-16-1720(h). These provisions do not permit the applicant to misstate Wyoming law or its legal effects. Match the two jurisdictions' terminology in the closing documents while keeping the Wyoming instrument correctly identified as a Certificate of Transfer.
13. Annual compliance remains relevant through the transfer. The current minimum annual license tax is $60 for ordinary LLCs and profit corporations, or 0.0002 of Wyoming assets if greater. The Secretary of State's business FAQs explain the annual-report process and status requirements. Reports are due on the first day of the anniversary month, so a company formed January 15 ordinarily reports by January 1 each year. Reports may be submitted up to 120 days early. Reconcile any outstanding report and fee with the expected closing date. Obtain destination-required status evidence in time to satisfy its age limit, and preserve the existing Wyoming formation and amendment history with the transfer record.
14. Wyoming's absence of a general income tax does not close sales-tax, unemployment, property-tax, or licensing accounts automatically. The $75,000 business personal-property exemption effective January 1, 2026, is measured by fair market value in each county and does not excuse required asset reporting. Determine whether any Wyoming operations or property will remain after transfer and whether the resulting foreign entity must qualify to do business there. The statutory one-year process-agent requirement remains a separate obligation.
15. Good-standing evidence and the transfer application serve different purposes. Wyoming offers electronic good-standing certificates without charge, while its fee schedule separately prices manually issued certificates and certified copies. The destination may require a recent certificate even though the Wyoming transfer checklist does not list one as an attachment. Obtain the document in the format the receiving office requires, verify its validation details, and keep the record with both accepted filings. A free electronic certificate can be useful evidence without changing any substantive requirement for approval or transfer.
16. Review contracts and financing documents that address a change of domicile or governing jurisdiction, and record any required consents. Preserve both states' accepted instruments, the owner and board approvals, agent arrangements, and account-closure instructions. Wyoming continuation language does not independently determine federal tax treatment, employer identification number requirements, or a lender's consent rights. The permanent record should let counterparties trace the same operating business from its Wyoming organization through its completed transfer to Texas.

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