How to Move an LLC to New York

New York does not have a statutory domestication or conversion procedure for limited liability companies. There is no provision in New York law that allows a foreign LLC to become a New York LLC, or a New York LLC to become governed by another state’s law through a direct transfer of jurisdiction.

Moving an LLC to or from New York requires a statutory reorganization.

• forming a new LLC in the target jurisdiction and merging the existing LLC into it. The surviving entity emerges governed by the target state’s law
• with full continuity of contracts
• assets
• liabilities
• and business history. New York authorizes cross-state mergers under Article 10 of the Limited Liability Company Law
• which provides the legal framework for these reorganization transactions. To find out whether your LLC qualifies and what the process involves
• request a free analysis of your LLC move

Why New York Requires Reorganization Instead of Domestication

Many states allow LLCs to change their state of organization through a streamlined process called conversion or domestication. A business owner in one of those states can file conversion documents with both states and emerge with the same LLC governed by a different state’s law. The process is straightforward and preserves the LLC’s legal identity without forming a new entity.

New York’s Limited Liability Company Law does not include this type of procedure. The statute provides for foreign LLC registration (allowing an out-of-state LLC to do business in New York) and for mergers between domestic and foreign LLCs, but it contains no mechanism for a direct change of domicile.

As a result, even if the other state involved in the transaction has a conversion or domestication statute, that procedure cannot be used when New York is on either side of the move.

The merger-based reorganization described below achieves the same practical result. The LLC’s business continues uninterrupted, and the surviving entity succeeds to all property, contracts, and obligations of the original LLC by operation of law. For a detailed explanation of how the reorganization process works across all states that require it, see our guide to LLC reorganization.

Laws Governing New York LLC Reorganizations

Moving an LLC to or from New York requires consideration of two sets of laws: New York law and the other state’s law. New York’s legal requirements are outlined in the New York Limited Liability Company Law, codified at N.Y. Ltd. Liab. Co. Law § 101 through 1403.

New York’s merger provisions are found in Article 10 of the Limited Liability Company Law. Section 1001 authorizes mergers between two or more domestic LLCs, and also permits a domestic LLC to merge with one or more foreign LLCs if the laws of the foreign jurisdiction authorize the merger.

Section 1002 sets forth the requirements for the agreement of merger, and Section 1003 governs the certificate of merger that must be filed with the New York Department of State. Section 1004 specifies the legal effects of the merger.

The other state’s laws will determine additional requirements, including whether the transaction can proceed, the contents of any plan or agreement of merger required by that state, the approval standard for the merger, and the documents that must be filed with that state’s filing office.

New York LLC Reorganization Prerequisites

A New York LLC reorganization requires both states to authorize the merger and both entities to approve the transaction. Business owners should resolve the following questions before starting:

• Does the other state allow the merger? New York permits cross-state mergers, but the other state must also authorize the transaction. Business owners should confirm that the other state’s LLC statute permits mergers with foreign LLCs.
• Do the LLC’s governing documents allow the merger? Business owners must review the LLC’s certificate of formation (or articles of organization) and operating agreement to ensure there are no provisions that prevent a merger or impose special requirements. If any restrictions are present, the LLC may need to formally amend the documents before proceeding.
• What approval is required? Under New York law, the agreement of merger must be approved by members holding a majority of the membership interests entitled to vote, unless the operating agreement specifies a different threshold. The other state’s law will also impose approval requirements.
• Is the LLC in good standing? Confirm that the LLC is current on any state tax obligations and filings. While New York does not require a certificate of good standing for merger filings, unresolved compliance issues can complicate the transaction.

How to Move an LLC to New York

Because New York does not permit inbound domestication or conversion, an out-of-state LLC must use a two-step statutory reorganization to become a New York LLC: (1) form a new New York LLC, and (2) merge the out-of-state LLC into it, with the New York LLC as the surviving entity.

Note: Even if the originating state offers outbound conversion or domestication, that procedure cannot be used to move to New York because New York has no corresponding inbound statute to receive the converting entity.

Costs and Filing Fees

New York reorganization involves two filing fees. Forming the new New York LLC requires filing Articles of Organization, which costs $200. The certificate of merger costs $60 to file with the New York Department of State. The total state filing cost for reorganizing into New York is $260.

Additional costs depend on the laws of your originating state and whether you use an attorney or service provider to handle the filings and documentation.

Step 1: Form a New York LLC

File Articles of Organization with the New York Department of State. This newly formed entity will serve as the surviving LLC after the merger. At this stage, the New York LLC can be structured as a shell entity; its operating agreement and membership structure will be established or amended as part of the merger process.

Step 2: Merge the Out-of-State LLC into the New York LLC

The merging entities must adopt an agreement of merger and file a certificate of merger with the New York Department of State. The merger becomes effective upon filing of the certificate of merger, unless a later effective date (not to exceed 90 days) is specified in the certificate.

Agreement of Merger

N.Y. Ltd. Liab. Co. Law § 1002 requires the agreement of merger to include:

1. The name and jurisdiction of formation of each LLC that is a party to the merger;
2. The name of the surviving LLC (the New York LLC);
3. The terms and conditions of the merger;
4. The manner and basis of converting membership interests in the non-surviving LLC into membership interests, cash, or other consideration in the surviving LLC; and
5. Any amendments to the articles of organization of the surviving LLC to be effected by the merger.

The agreement of merger must be approved by each LLC that is a party to the merger, in accordance with its governing law and operating agreement. For the New York LLC, approval requires members holding a majority of the membership interests entitled to vote, unless the operating agreement specifies otherwise. For the out-of-state LLC, approval must comply with that jurisdiction’s LLC statute and the entity’s operating agreement.

Certificate of Merger

After the agreement of merger is approved, file a certificate of merger with the New York Department of State under N.Y. Ltd. Liab. Co. Law § 1003. The merger becomes effective upon filing, and the out-of-state LLC ceases to exist. The surviving New York LLC succeeds to all property, rights, and obligations of the merged entity by operation of law.

Coordinating with the Originating State

The requirements above address only the New York side of the transaction. The originating state will have its own requirements for approving and effectuating the merger. These typically include filing a certificate or articles of merger, obtaining member approval under that state’s LLC act, and satisfying any tax clearance requirements. In most states, the merger will terminate the out-of-state LLC’s existence by operation of law, though some jurisdictions require a separate certificate of dissolution or cancellation.

How to Move an LLC Out of New York

Because New York does not permit outbound domestication or conversion, a New York LLC must use a statutory reorganization to become governed by another state’s law: (1) form a new LLC in the destination state, and (2) merge the New York LLC into it, with the destination-state LLC as the surviving entity.

Note: Even if the destination state offers inbound conversion or domestication, that procedure cannot be used when leaving New York because New York has no corresponding outbound statute.

Step 1: Form an LLC in the Destination State

Form an LLC under the laws of the destination state. This newly formed entity will be the surviving LLC after the merger. The formation requirements will be determined by the destination jurisdiction. The new LLC can be structured as a shell entity at this stage.

Step 2: Merge the New York LLC into the Destination-State LLC

The New York LLC merges into the newly formed out-of-state LLC, with the out-of-state LLC designated as the surviving entity. Upon effectiveness, the New York LLC ceases to exist, and its members become members (or receive the consideration specified) in the surviving entity.

Agreement of Merger

The outbound agreement of merger must satisfy the same statutory requirements under N.Y. Ltd. Liab. Co. Law § 1002 described above for inbound mergers. The key difference is that the agreement designates the out-of-state LLC as the surviving entity rather than the New York LLC. The destination state’s LLC act may impose additional requirements for the agreement’s contents or approval.

Certificate of Merger

File a certificate of merger with the New York Department of State. The merger becomes effective upon filing, unless a later effective date is specified. New York does not require a separate certificate of cancellation or surrender when a New York LLC is merged out of existence. The filing of the certificate of merger terminates the New York LLC’s existence.

Coordinating with the Destination State

The requirements above address only the New York side of the transaction. The destination state will have its own requirements for the LLC formation and inbound merger. These typically include filing articles of organization (or equivalent) and a certificate or articles of merger, and satisfying any approval, notice, or tax clearance requirements under that jurisdiction’s LLC act.

Legal Effect of a New York LLC Reorganization

N.Y. Ltd. Liab. Co. Law § 1004 establishes the legal consequences of a merger. A merger-based reorganization preserves business continuity; the surviving LLC succeeds to the original LLC’s existence, and the company’s business continues without interruption:

• Cessation of non-surviving entity. The separate existence of the non-surviving LLC ceases upon effectiveness of the merger.
• Succession to rights and powers. The surviving LLC possesses all rights, privileges, powers, and franchises of the merged entity.
• Automatic property transfer. All property and debts of the merged entity vest in the surviving LLC by operation of law. There is no need to create deeds or transfer instruments; the transfer is automatic.
• Continued liabilities. The surviving LLC is liable for all obligations of the merged entity. Liens and security interests on property of the merged entity are unaffected.
• Unimpaired contracts. The surviving LLC is a party to the same contracts and has the same contractual rights and obligations as the merged entity.
• Legal proceedings. No existing claim or pending action against the merged entity is abated. The surviving LLC continues as the party to any proceeding, and there is no need to substitute parties.
• Conversion of equity. Membership interests in the non-surviving LLC are converted into membership interests, cash, or other consideration in the surviving LLC as provided by the agreement of merger.

New York LLC Laws That Apply After the Move

New York’s Limited Liability Company Law imposes ongoing requirements on all domestic LLCs, including those formed through a merger-based reorganization. An LLC that moves to New York becomes subject to these obligations immediately upon effectiveness of the merger.

New York Biennial Statement Requirement

New York requires every domestic LLC to file a biennial statement with the New York Department of State under N.Y. Ltd. Liab. Co. Law § 301(e).

The statement is due every two years during the calendar month in which the LLC’s Articles of Organization were filed. The filing fee is $9. The biennial statement must include the LLC’s current address for service of process. Failure to file does not automatically dissolve the LLC, but may affect the LLC’s good standing status.

New York LLC Operating Agreement Requirements

New York is one of the few states that requires LLCs to adopt a written operating agreement. N.Y. Ltd. Liab. Co. Law § 417 provides that the members of an LLC may enter into an operating agreement before, at the time of, or within 90 days after the filing of the Articles of Organization. The operating agreement governs the LLC’s internal affairs, including the rights, powers, and obligations of members and managers.

Without a written operating agreement, the LLC is governed entirely by the default provisions of the Limited Liability Company Law, which may not reflect the members’ intentions regarding management structure, profit sharing, or transfer restrictions.

New York LLC Member and Manager Protections

New York’s LLC statute addresses fiduciary duties, creditor remedies, and member dissociation. N.Y. Ltd. Liab. Co. Law § 409 requires managers to perform their duties in good faith and with the degree of care that an ordinarily prudent person in a like position would use under similar circumstances. Operating agreements may modify certain duties under § 417(a), but may not eliminate liability for bad faith, intentional misconduct, or knowing violations of law.

New York does not make charging orders the exclusive creditor remedy against LLC membership interests. Judgment creditors may pursue additional remedies beyond a charging order, including foreclosure on the membership interest. This is a significant difference from states like Wyoming, Nevada, and Delaware, which limit creditors to charging orders as the sole remedy.

Under N.Y. Ltd. Liab. Co. Law § 701, the death, retirement, resignation, or bankruptcy of a member does not automatically dissolve the LLC. The LLC continues unless, within 180 days of the dissociation event, members holding a majority in interest vote to dissolve.

Alternatives to New York LLC Reorganization

Because New York does not have a domestication or conversion statute, reorganization through formation and merger is the only available path for moving an LLC to New York. States that do allow domestication offer a simpler single-step process.

If your LLC is moving from or to another state that permits domestication, see our comprehensive guide to the domestication process for comparison.

For a state-by-state comparison of LLC domestication and conversion laws across all 50 states, see our guide to LLC domestication and conversion by state.