Three legal paths move a limited liability company (LLC) to Texas, and picking the wrong one doubles your compliance load. Statutory conversion is the true move for most relocations. Foreign registration is for expansion, not relocation. Dissolve-and-reform is the fallback when your home state blocks conversion.
Here is the verdict up front: convert if you are genuinely relocating. The Texas Secretary of State (SOS) page for foreign, out-of-state entities governs the registration route, but registration alone leaves you owing two states forever. This guide covers each way to transfer an LLC to Texas, the verified fees, and the timelines. For the broader picture, see Commenda’s guide to moving an LLC or corporation to another state.
What Are the Three Ways to Transfer an LLC to Texas?
Three methods exist: statutory conversion, foreign registration, and dissolve-and-form-new. Statutory conversion is the recommended move for a genuine relocation because it keeps the same entity, the same Employer Identification Number (EIN), and one set of obligations. The table below compares all three, with fees verified against the Texas SOS fee schedule.
| Method | Keeps same entity? | Keeps same EIN? | Truly moves the LLC? | Ongoing obligations | Filing fee | Best for | Source |
|---|---|---|---|---|---|---|---|
| Statutory conversion (Form 647 + Form 205) | Yes, becomes a Texas LLC | Yes | Yes | Texas only | $300 conversion + $300 formation = $600 | Most relocations | Texas SOS fee schedule |
| Foreign registration (Form 304) | Yes, stays a home-state LLC | Yes | No | Both states | $750 | Dual-state operations | Texas SOS fee schedule |
| Dissolve-and-form-new (Form 205 + home-state dissolution) | No, a new entity | No | Yes, as a new entity | Texas only | $300 formation + home-state dissolution | Simple businesses, or when conversion is barred | Texas SOS fee schedule |
What Is LLC Domestication in Texas?
Texas law does not use the word “domestication.” What other states call domestication, Texas accomplishes through statutory conversion under the Business Organizations Code (BOC) Chapter 10. Under BOC Chapter 10, Section 10.106, a converted entity continues without interruption: same entity, same EIN, same history, now governed by Texas law.
One distinction trips readers up. Conversion moves the LLC to Texas. Foreign qualification adds Texas on top of the home state and leaves you paying fees and filing reports in both states forever.
How Do You Convert Your Out-of-State LLC to a Texas LLC?
File a Certificate of Conversion together with a Texas Certificate of Formation with the Texas SOS after your home state signs off. The conversion continues your existing entity, so contracts, bank accounts, and your EIN carry over. Four steps complete the move.
Step 1: Confirm your home state allows conversion out
Both states must permit the transaction. New York is the notable exception, with no LLC conversion-out statute (confirm current New York LLC law before you file). Read your origin state’s entity conversion statute or ask its Secretary of State business division. If your state bars conversion out, use the dissolve-and-reform fallback described below.
Step 2: Draft and approve a Plan of Conversion
Draft a Plan of Conversion with the contents required by BOC § 10.101: the entity name, jurisdiction, and terms of the converted entity. Member approval follows your operating agreement. If the agreement is silent, your origin state’s default voting rule applies, so check that rule before you sign. Document approval with written member consent, then restate the operating agreement for Texas governance after the conversion takes effect.
Step 3: File the Certificate of Conversion and Texas Certificate of Formation
File the Certificate of Conversion of a Foreign Entity (Form 647) together with the Certificate of Formation (Form 205). The fee is $300 for the conversion plus $300 for the formation, $600 total, per the Texas SOS fee schedule. Form 647 also requires a Certificate of Account Status (Comptroller Form 05-305) showing no franchise tax is due, per the Texas SOS instructions.
Step 4: Close out the origin state
File your origin state’s conversion-out or withdrawal document, clear final state taxes, and obtain tax clearance where the origin state requires it. After this step, one set of obligations remains: Texas.
How Do You Register a Foreign LLC in Texas?
File Form 304, the Application for Registration of a Foreign Limited Liability Company, with the Texas SOS for $750, per the Texas SOS fee schedule. This does not move your LLC. You stay a home-state LLC and add Texas obligations on top, so it fits expansion or dual-state operations, not relocation. At $750, this is one of the highest foreign qualification fees in the country and costs more than forming or converting.
What counts as transacting business in Texas?
Texas BOC § 9.251 lists activities that are not transacting business. Registration is triggered once you cross into transacting business under BOC § 9.001. The SOS will not issue an opinion on your specific facts, so review the statute and, if unsure, ask a lawyer.
Safe harbors under § 9.251 include:
- Defending or settling a lawsuit
- Holding member or manager meetings
- Maintaining bank accounts
- An isolated transaction completed within 30 days
- Selling through independent contractors
- Transacting in interstate commerce
- Collecting debts
Activities that generally trigger registration include maintaining an office, hiring Texas employees, owning real property, and holding ongoing in-state contracts.
How do you get a Certificate of Good Standing from your home state?
Form 304 requires a certificate of existence or good standing from your home state, dated within a recent window (confirm the exact window on the current Form 304 instructions). Request it from your home-state Secretary of State, usually available online the same day. Fees vary by state, so check your state’s schedule before you file.
Who can be your Texas registered agent?
Every Texas registration needs a registered agent with a physical Texas street address, the registered office, and no P.O. boxes. The agent consents in writing on SOS Form 401-A. Your options are an individual Texas resident, including a member at no cost, or a commercial registered agent service for an annual fee.
What if your LLC name is taken in Texas?
Texas requires your name to contain “limited liability company,” “limited company,” or an abbreviation such as LLC, L.L.C., or LC, per BOC Chapter 5. Check availability before filing with Commenda’s company name checker. If the legal name is unavailable or non-compliant, a foreign LLC registers under an assumed name by filing an Assumed Name Certificate (Form 503) rather than changing its legal name.
How Do You Dissolve Your Out-of-State LLC and Form a New Texas LLC?
Form a new Texas LLC with the Certificate of Formation (Form 205) for $300, move everything over, then dissolve the old LLC in the origin state. Appoint a Texas registered agent, obtain a new EIN because this is a new legal entity, and transfer assets, intellectual property, contracts, bank accounts, and leases. Then file the origin state’s Certificate of Dissolution and settle all taxes.
The downsides are real. You get a new EIN, reopen bank and merchant accounts, re-obtain licenses, and lose your credit history. Asset transfers between two separate entities can trigger tax events. This method makes sense for simple businesses with few contracts, or when the origin state bars conversion out.
How do anti-assignment clauses affect the move?
An anti-assignment clause is a contract term that bars transferring the agreement to another entity without the counterparty’s consent. Search your contracts for “assignment” provisions before choosing this method. Remedies include obtaining written consent, negotiating a novation (a new three-party agreement substituting the Texas LLC), or securing a waiver. Statutory conversion avoids all of this because the entity never changes.
How Much Does It Cost to Transfer an LLC to Texas in 2026?
Costs run from roughly $300 for the dissolve-and-reform Texas filing to $750 for foreign registration, before registered agent and home-state fees. Every figure below is verified against the Texas SOS fee schedule and Form 304 instructions. For a Texas-specific breakdown, see Commenda’s Texas LLC cost guide.
| Item | Fee | Source |
|---|---|---|
| Certificate of Formation (Form 205) | $300 | Texas SOS fee schedule |
| Foreign LLC registration (Form 304) | $750 | Texas SOS fee schedule |
| Certificate of Conversion (Form 647) + Certificate of Formation | $300 + $300 = $600 | Texas SOS fee schedule |
| Texas Express standard expedited | $50 + filing fee | Texas SOS |
| Texas Express next-day processing | $500 + filing fee | Texas SOS |
| Texas Express same-day processing (submit by noon) | $750 + filing fee | Texas SOS |
| Credit card convenience fee | 2.7% of total fees | Texas SOS Form 304 instructions |
| Late foreign registration fee (business conducted >90 days) | $750 per year of delinquency | Texas SOS Form 304 instructions |
How Long Does Texas LLC Registration Take?
Standard processing times shift with SOS backlog, so check the live figure on the Texas SOS processing-dates page before you file. Online filings through SOSDirect and SOSUpload clear faster than mail. For a guaranteed turnaround, the SOS launched Texas Express on October 1, 2025, with tiered expedited service.
| Filing channel | Time | Fee | Source |
|---|---|---|---|
| Standard (regular queue) | Varies, see SOS processing-dates page | Included in filing fee | Texas SOS |
| Texas Express standard expedited | 2-3 business days ahead of the regular queue | $50 + filing fee | Texas SOS (Texas Express) |
| Texas Express next-day | Next business day | $500 + filing fee | Texas SOS (Texas Express) |
| Texas Express same-day | Same day if submitted by noon | $750 + filing fee | Texas SOS (Texas Express) |
Details are in the Texas SOS Texas Express announcement.
Do You Need a New EIN When Moving Your LLC to Texas?
Statutory conversion keeps your EIN because the legal entity continues. The Internal Revenue Service (IRS) does not treat a change in state of organization as a new entity, per its When to Get a New EIN guidance. Foreign registration also keeps the EIN, since nothing about the entity changes. Dissolve-and-reform requires a new EIN because the Texas LLC is a new legal entity.
One follow-up applies to conversion. If your managing member or manager changes, report the new responsible party to the IRS within 60 days on Form 8822-B, per IRS instructions.
What Are the Tax Implications of Moving an LLC to Texas?
Texas has no state personal or corporate income tax. Instead, LLCs owe the annual Texas franchise tax administered by the Texas Comptroller of Public Accounts, and sellers of taxable goods or services need a sales tax permit, which the Texas Comptroller issues for free. The table below uses current Texas Comptroller figures.
| Franchise tax item | Figure | Source |
|---|---|---|
| No-tax-due threshold, 2026 reports | $2.65 million annualized total revenue | Texas Comptroller 2026 franchise tax |
| No-tax-due threshold, 2025 reports | $2.47 million annualized total revenue | Texas Comptroller |
| No Tax Due Report | Discontinued for reports due on or after Jan. 1, 2024 | Texas Comptroller filing requirements |
| Retail or wholesale rate | 0.375% | Texas Comptroller |
| Other businesses rate | 0.75% | Texas Comptroller |
| EZ computation rate (revenue ≤ $20 million) | 0.331% | Texas Comptroller |
| Franchise report and Public Information Report (PIR) due | May 15 annually | Texas Comptroller |
Below the threshold you owe no tax, but you still file a Public Information Report. See the Texas Comptroller franchise tax page for current forms. Two more tax items matter. Your origin state will require final returns and may require an exit or clearance filing. And under dissolve-and-reform, moving assets between two separate entities can trigger recognition events, which statutory conversion avoids.
How Do You Keep Your Texas LLC in Good Standing?
File the franchise tax report and Public Information Report by May 15 every year, and continuously maintain a Texas registered agent and registered office. Miss these and the Texas Comptroller can forfeit your entity’s right to transact business in Texas and ultimately its charter.
What should you update after the move?
Update vendor, client, and employee contracts to reference the new Texas jurisdiction. Re-apply for or transfer state and local licenses and permits. Notify your banks, lenders, and payment processors. See Commenda’s Texas business registration guide for the full checklist.
How Commenda Helps You Move Your LLC to Texas
Commenda handles the filings that move your LLC to Texas and the compliance that keeps it in good standing after. Commenda’s incorporation service prepares and files your Certificate of Conversion and Certificate of Formation, and secures your Texas registered agent. Its entity management platform then tracks your franchise tax deadlines, Public Information Report, and registered agent renewals, and keeps your good standing on track. Set reminders and deadlines with Commenda’s compliance calendar.
One platform shows what must be filed, when it is due, and confirms it got done. Book a demo to get a filing-by-filing plan for moving your LLC to Texas.
