There are only two ways to move an LLC to another state without dissolving it and starting over:
- Statutory domestication (sometimes called conversion) changes the LLC’s state of organization through a unified legal process. The LLC keeps its formation date, EIN, contracts, and continuous legal existence.
- Reorganization forms a new LLC in the destination state, then merges the original LLC into it. The surviving LLC inherits the original’s contracts and obligations through the merger.
Both strategies produce the same result: the LLC becomes governed by the new state’s laws and is no longer a domestic entity of the old state. Statutory domestication is available only when both states permit it. Reorganization works regardless of whether either state has a domestication statute.
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Domestication vs. Reorganization
The choice depends on the statutes of both states. Around 60 percent of U.S. states have LLC domestication laws. If the outbound state authorizes outbound domestication and the inbound state authorizes inbound domestication, statutory domestication is typically the faster path. If either state lacks the necessary statute, reorganization through formation and merger is the way forward.
Statutory Conversion: Same Process, Different Name
Strictly speaking, “domestication” refers to changing an LLC’s governing law, while “conversion” refers to changing an entity’s form. But many state statutes use “conversion” as a catch-all term that covers both processes. Whether a state’s LLC act uses domestication terminology or conversion terminology, either statute can move an LLC to a new state while preserving its legal identity, formation date, and EIN. The documents have different names—plan of domestication versus plan of conversion, articles of domestication versus certificate of conversion—but the legal mechanics and outcome are identical. We use the term “domestication” to cover both processes, but it includes “conversion” in states that use that framework.
The Readiness Assessment
Every LLC relocation—whether through domestication or reorganization—begins with the same preliminary steps.
Verify Good Standing
The LLC must be in good standing with the outbound state’s filing office before the process begins. An LLC that is not in good standing may lack the legal authority to domesticate or merge.
We often find that an LLC has fallen out of good standing due to missed annual reports or franchise tax filings. If so, we work with the LLC’s owners and the state filing office to restore good standing before proceeding.
Administrative dissolution is a more serious problem. Some states dissolve LLCs automatically after prolonged noncompliance. If the outbound state has dissolved the LLC, we determine whether reinstatement is possible and outline the steps to restore active status.
Obtain Required Certificates and Clearances
Some inbound states require supporting documents before they will accept a domestication or merger filing. Common requirements include a certificate of good standing from the outbound state, certified copies of the LLC’s original articles of organization, or a tax clearance certificate from a state revenue agency. We identify these requirements early and obtain the documents before submitting filings.
Confirm Name Availability
The inbound state’s filing office requires each LLC’s name to be distinguishable from every other LLC and corporation name on record. If a business with the same name already exists in the inbound state, we adjust the LLC’s name to resolve the conflict. A name change does not affect the domestication or reorganization—the LLC still moves with its history and legal identity intact.
Appoint a Registered Agent in the New State
Every state requires every LLC to maintain a registered agent—a person or company authorized to receive legal and government notices on the LLC’s behalf. The registered agent must have a physical street address in the state and must be available during business hours.
Any individual who lives in the new state can serve as registered agent, including an owner. Most business owners benefit from using a corporate registered agent service. A corporate agent provides continuous availability, keeps the owner’s home address off public records, and avoids missed service of process when the owner travels or relocates.
We have an arrangement with a national registered agent service and can engage the agent with a few clicks. The service includes address privacy—the agent’s address appears on public filings instead of the owner’s.
Appoint a Temporary Registered Agent in the Prior State (If Needed)
When an owner has already left the prior state, the registered agent address on file may no longer be valid. The outbound state’s filing office requires a current in-state registered agent address to accept the outbound filing.
If the owner can no longer receive mail at the address on record, we arrange for a temporary registered agent in the prior state solely to complete the filing. Once the move is complete, the temporary service can be cancelled.
The Two Processes
Once the readiness assessment is complete, the next steps depend on which strategy applies to your move. Both processes involve preparing a set of documents, obtaining member approval, and filing with both state agencies in a specific sequence. The documents and filings differ.
Statutory domestication uses a plan of domestication and domestication filings to move the existing LLC without creating a new entity. The LLC retains its formation date, EIN, and continuous legal existence. See our discussion of the LLC domestication process for a detailed breakdown of the steps involved.
Reorganization uses articles of organization, a plan of merger, and merger filings to form a new LLC and merge the original into it. The surviving LLC inherits the original’s contracts and obligations. Get a step-by-step explanation of the reorganization process.
Updating the IRS
Both processes end with the same step: notifying the IRS. An LLC that fails to update IRS records risks missed notices, processing delays, and compliance problems—even though the state-level filings were properly completed.
We file IRS Form 8822-B to report the LLC’s new state of organization. The IRS needs accurate location and contact information regardless of whether the EIN changes.
If the LLC’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. We also help obtain an EIN verification letter (typically IRS Letter 147C) confirming the EIN’s association with the new legal name.
Banks and financial institutions rely on IRS records to verify a business’s identity. If the EIN cannot be verified under the new name, the LLC may face frozen accounts, rejected applications, and delayed payments until the mismatch is resolved.
Effect on Your EIN
Statutory domestication preserves the LLC’s EIN. The LLC remains the same legal entity, so the EIN continues without change.
Reorganization may affect the EIN depending on the LLC’s federal tax classification and whether it has employees. For most LLCs, the EIN carries forward with proper structuring, but the analysis is more involved.
Alternatives to Avoid
Some online services promote shortcuts that sound simpler but create more problems than they solve.
Foreign LLC Registration Is Not a Move
Registering as a foreign LLC in the new state does not move the LLC. It only authorizes the LLC to do business in the new state while remaining a domestic entity of the old state.
The LLC stays where it was. It remains subject to the old state’s annual reports, franchise taxes, and compliance requirements. If the owner stops doing business in the old state entirely, the LLC may fall out of compliance while still legally tied to it.
Some companies market foreign registration as “domestication.” It is not. True domestication changes the LLC’s state of organization. Foreign registration leaves it unchanged.
Forming a New LLC and Dissolving the Old One Severs Legal Continuity
This approach creates a brand-new LLC in the new state and dissolves the original. It gets the business into the new state, but it severs legal continuity entirely.
The new LLC is a different legal entity with a different formation date, a different EIN, and no legal relationship to the original. Contracts, licenses, permits, and bank accounts do not transfer automatically. Each must be renegotiated, reassigned, or reestablished—if the counterparty agrees.
For a business with few assets and no ongoing contracts, this might be acceptable. For most operating businesses, it creates unnecessary risk. Statutory domestication and reorganization both avoid this problem by preserving or transferring legal continuity.
Want to Complete This Entire Process in Less than an Hour of Your Time? Let Us Handle It
Whether the move requires statutory domestication or reorganization, we handle everything—document preparation, filing, and follow-up—and send proof of acceptance from both states when the process is complete.
- We prepare every document required for the domestication or reorganization. Every document is reviewed by a human for accuracy before submission. All documents are ready within two days of the start date.
- We manage the signing and filing process from start to finish. Most states accept electronic signatures. The owner’s role is limited to reviewing and e-signing documents as we send them.
- We submit all filings electronically where permitted and mail them where electronic filing is not available. We advance the filing fees and send a simple electronic invoice—no checks to write or mailings to manage unless the state requires ink signatures.
- We handle all follow-up and communication with both state agencies until every filing is accepted.
- At the end of the process, we provide proof of acceptance from each state confirming that the LLC is recognized in the new state and removed from the prior state’s records.
We guarantee results. If the LLC is not properly established in the new state and removed from the prior state, we refund your money. Most clients spend less than an hour on the entire process.