When a business moves to a new state through reorganization—forming a new entity and merging the original into it—a common concern is whether the business will need a new Employer Identification Number. The short answer for most businesses is no. Most LLCs and corporations can complete a reorganization and continue using the same EIN. Needing a new EIN is the exception, not the rule.
The analysis depends on the type of entity and, for LLCs, how the IRS classifies the LLC for federal tax purposes.
Corporations
For corporations—whether taxed as C corporations or S corporations—the key factor is how the reorganization is structured.
Federal tax law recognizes that a corporation can change its state of incorporation without becoming a different taxpayer. When a reorganization qualifies as a “mere change in place of organization” under IRS rules, the historic EIN carries forward. The IRS treats the surviving corporation as a continuation of the original, not a new taxpayer.
We structure corporate reorganizations to satisfy those requirements. The new-state corporation is formed as a shell with no assets, and the merger is documented as a continuation. Under that structure, the corporation typically keeps its original EIN.
A new EIN is most likely when the transaction creates a different taxpayer for federal purposes—for example, when the new-state corporation holds meaningful assets before the merger, or when the reorganization introduces a holding company structure. We avoid those structures in standard relocation work.
Multi-Member LLCs
For LLCs with more than one owner, the IRS focuses on whether the same owners continue after the transaction and whether the business continues operating. When ownership stays the same—as it does in a straightforward reorganization—the IRS generally treats the surviving LLC as a continuation of the original, not a new partnership.
The key is structure. The new-state LLC must be a shell at the time of the merger—formed solely to receive the operating business. Because the new LLC has no meaningful assets before the merger, the IRS treats the surviving entity as a continuation of the original LLC. The historic EIN carries forward.
If the new-state LLC held meaningful assets before the merger—or if assets were transferred to it before the merger closed—the IRS analysis could shift, potentially affecting which EIN applies after closing. We structure every reorganization to avoid that result.
Single-Member LLCs
For LLCs with one owner, the EIN question depends on whether the LLC has employees.
Without Employees
The IRS treats single-member LLCs as disregarded entities for federal income tax purposes. That means the owner’s Social Security number or taxpayer identification number—not the LLC’s EIN—is what the IRS uses for income tax reporting. Under this setup, a reorganization that keeps the same owner and the same business generally does not create a federal requirement for a new EIN.
With Employees
The analysis changes. Even though the IRS disregards the LLC for income tax purposes, it treats the LLC as a separate entity for payroll tax purposes. The EIN identifies the LLC as the employer on payroll filings. When a reorganization causes a new LLC to survive in place of the old one, the surviving LLC is technically a different employer. In that situation, the business may need to use a new EIN for payroll going forward.
LLCs Taxed as S Corporations
Some LLCs have elected to be taxed as S corporations rather than as disregarded entities or partnerships. If your LLC made this election, the EIN analysis follows corporate rules rather than the LLC rules described above.
For an LLC taxed as an S corporation, the key factor is structure. Federal tax law allows an entity taxed as a corporation to change its state of organization without becoming a different taxpayer. When the reorganization qualifies as a mere change in place of organization, the IRS does not require a new EIN. The historic EIN carries forward.
We structure these transactions to satisfy those requirements, which typically allows the LLC to continue using its existing EIN after the move.
EIN Problems vs. Record-Update Problems
Many issues that business owners describe as “EIN problems” after a reorganization are not EIN changes at all. They are record-update problems.
Changing a business’s state of organization does not, by itself, require a new EIN. It does require notifying the IRS so their records match the new information. We handle that notification by filing IRS Form 8822-B to report the change in business location.
If the business’s legal name changes as part of the move, we coordinate IRS updates to confirm that the new name is associated with the original EIN and help obtain an EIN verification letter (IRS Letter 147C) confirming the association.
Summary
For most businesses completing a state-to-state reorganization with no change in ownership, the EIN carries forward. The main exceptions are single-member LLCs with employees (where payroll requirements may necessitate a new EIN for the surviving entity) and reorganizations structured in a way that causes the IRS to treat the surviving entity as a new taxpayer rather than a continuation. We structure every transaction to support EIN continuity wherever possible.