Moving an LLC to Another State: Three Routes

Filing services price this as one line item, a flat fee plus state fees, and the flat fee covers one filing. The transaction it describes needs at least two, in two different states, and the one nobody advertises is the filing in the state you are leaving. Delaware will not accept that one until the franchise tax is settled through the effective date of the move.

That is the shape of the whole problem. "Moving an LLC" is not something a state does. It is a name for three different transactions at three different prices, and which one is available to you depends on two statutes rather than on which package you buy. The company either continues as the same legal person under a new state's law, or it stays where it is and picks up a second registration, or it ends and a new one begins. Your EIN, your formation date, your contracts and your licenses land somewhere different in each case.

The move is one transaction with two counterparties

The route most people mean when they say domestication has a statutory name that changes at the state line. Texas defines it in the code as a continuance rather than a rebirth: conversion means "the continuance of a foreign entity as a Texas entity of any type," among other directions (Texas SOS, Form 647 general information, citing BOC section 1.002, read 29 August 2026).

Same page, further down, under a bold "Important": "Not all jurisdictions permit conversions. For a cross-jurisdiction conversion to be effective, the law of both jurisdictions must permit the transaction and be followed."

California phrases the same condition from the receiving end. A foreign business entity can convert to a California LLC "if the conversion is permitted under the laws of the jurisdiction of the foreign business entity" (California SOS, Conversion Information, read 29 August 2026).

So before comparing prices you are reading two statutes. Does the destination let a foreign LLC convert in, and does your current state let one convert out. A no on either side ends the conversation, and no filing service can fix it.

New York is the example worth knowing, and it rewards reading the table of contents instead of the search box. The legislature publishes the Limited Liability Company Law section by section, and the word conversion does appear in it, twice, at the end of Article X, "Mergers": section 1006, "Conversion of partnership or limited partnership to limited liability company," and section 1007, "Effect of conversion" (New York State Senate, Limited Liability Company Law, read 29 August 2026; the same section list is mirrored at FindLaw). Both titles describe a partnership becoming an LLC. No section in the list carries a domestication, inbound or outbound. A keyword search that stops at its first hit therefore returns the opposite of the answer, and what settles it is the forms list the Department of State actually publishes for the entity type you have.

What the filing is called tells you which desk it lands on

Five states, five vocabularies, and the search term matters more than it should.

• Delaware calls it conversion. The form is the Certificate of Conversion from a Non-Delaware Limited Liability Company to a Delaware Limited Liability Company, filed under section 18-214 of the LLC Act. "The fee to file the Certificate of Conversion is $220.00." A Certificate of Formation "is required to be filed simultaneously with the Certificate of Conversion," at $110, and the covering letter asks you to submit both "with 1 cover sheet putting the Conversion first" (form rev. 08/2023, read 29 August 2026).
• Texas also calls it conversion. Form 647 covers a foreign entity converting into any Texas filing entity. It needs a plan of conversion adopted under BOC section 10.102, or the alternative statements printed in the form, and "the certificate of formation of the converted Texas filing entity must be filed with the certificate of conversion." That is $300 plus $300.
• Florida prints the word on the document. Its Articles of Conversion carry an "Other Business Entity" into a Florida limited liability company under section 605.1045. "Filing Fees: $150.00 ($25 for Articles of Conversion and $125 for Articles of Organization)."
• California genuinely does fold it into one document. Form LLC-1A is headed "Limited Liability Company Articles of Organization - Conversion" (rev. 12/2024) and carries no companion filing. "The filing fee is $150 if a California Corp is involved; and $70 for all others."
• Pennsylvania uses a different word entirely. The Bureau of Corporations publishes a Statement of Domestication, form DSCB:15-375, filed under 15 Pa.C.S. section 375, marked "Fee: $70." Read its attachment list before treating that as the price. Where the domesticated entity is a Pennsylvania filing entity, "one copy of its public organic record" goes with it, and the sheet names form DSCB:15-8913, Certificate of Organization, as the example for an LLC; a docketing statement, DSCB:15-134A, is attached as well. The same two-document shape as the others, assembled into one envelope rather than filed as two.

If your own state's site returns nothing for "domestication," try "conversion," then "transfer," then "continuance." Delaware alone uses several of them in one chapter: 18-214 for converting in, 18-216 for converting out, and 18-213 for transfer or continuance where the other jurisdiction sits outside the United States. Every amount above was the published one on 29 August 2026, and fee schedules move faster than statutes, so confirm on the agency page before paying anything.

The old state has a filing too, and it is often the expensive one

This is the half that pricing pages leave out. Delaware's mirror form, the Certificate of Conversion from a Delaware Limited Liability Company to a Non-Delaware Entity under section 18-216, is another $220, and it carries a condition: "Before the Certificate can be filed, all taxes due to the State of Delaware through the effective date of the conversion must be paid by the converting Delaware limited liability company." You call the Franchise Tax Section first and find out what the number is.

Pennsylvania attaches a version of the same condition to leaving, and names two agencies rather than one. Its domestication instructions call for "tax clearance certificates ... from the Department of Revenue and the Department of Labor and Industry, evidencing payment of all taxes and charges payable to the Commonwealth" where the company will end up a nonregistered foreign association. Register back into Pennsylvania as a foreign entity at the same time, on form DSCB:15-412, and the sheet says the certificates are not needed. Whether the exit costs you a clearance depends on what you do immediately afterwards, which is the kind of condition that lives in an instruction sheet and nowhere else.

Florida builds the same idea into the front of its instruction sheet, and applies it to both companies: "each party to the conversion must be active and current through December 31 of the calendar year this document is being submitted to the Department of State for filing," under section 605.0212(9). A delinquent company cannot convert its way out of the delinquency. If a report lapsed while you were busy moving, that gets cleaned up before any of this is available.

Occasionally the old paperwork closes itself. If the company had already registered as a foreign entity in the state it is converting into, Texas cancels that registration: "Upon conversion to any of the above Texas entity types by a foreign entity registered to transact business in Texas, the foreign entity registration is automatically withdrawn," under BOC section 9.012. You supply the file number. Do not assume the same courtesy anywhere else.

What "the same entity" is actually worth

Florida's effect-of-conversion section is the clearest statement of why anyone pays for this route at all. Where the converted entity is a domestic LLC, it is "organized under and subject to this chapter" and "the same entity, without interruption, as the converting entity." All property "continues to be vested in the converted entity without transfer, reversion, or impairment," debts and liabilities continue as its own, and the new name "may be substituted for the name of the converting entity in any pending action or proceeding" (section 605.1046, Florida Statutes, read 29 August 2026).

Read what that covers. The lease is not reassigned. The bank does not open a new account. A client contract signed three years ago is still that company's contract. Nobody signs a novation.

The company's age survives too, and the states arrange for it on the forms themselves. Delaware's instructions ask you to "list the jurisdiction where and date on which the non-Delaware limited liability company was first formed." Pennsylvania's statement has a field for the "date on which the domesticating entity was created, incorporated or formed." The original date goes onto the new state's record on purpose.

One date does move, and it is small enough to miss. California keys the Statement of Information filing period to the "month of incorporation, registration, formation, or conversion," so a company that converts in March files in a March window from then on (California SOS, Statements of Information, read 29 August 2026). The entity is old. Its filing anniversary in the new state is brand new, and that is the one that generates the penalty notice.

Route two: leave the company where it is, register it where you went

If either statute says no, or the fees look worse than the problem, the company can stay a Delaware or Colorado LLC and simply register as a foreign LLC where you now work. Nothing changes internally. New York states the principle in a single line for foreign LLCs operating there: "the laws of the jurisdiction under which a foreign limited liability company is formed govern its organization and internal affairs and the liability of its members and managers" (NY LLC Law section 801, FindLaw's text, current as of 1 January 2026).

The cost is recurring rather than one-off. Two annual or biennial reports, two fees, a registered agent with a street address in each state, and whatever entity-level tax the old state charges a company that no longer has anyone inside it. Delaware puts a number on that last item. Limited partnerships, LLCs and general partnerships formed there file no annual report at all but "are required to pay an annual tax of $300.00," due on or before June 1, with a $200 penalty for non-payment and interest at 1.5 percent a month (Delaware Division of Corporations, franchise taxes, read 29 August 2026). None of that switches off because the work left. It stops when somebody files a cancellation or a withdrawal, which is the asymmetry that also appears when one remote hire pulls you into a second state: registration begins easily and ends only on paper.

Route three: two transactions wearing one name

Dissolve-and-reform is the fallback, and it is honestly two projects. The old company winds up in the order its state's act sets out, pays or provides for creditors, files a final state return and a final federal one, and files articles of dissolution; the sequence is in the winding-up-then-dissolution walkthrough. Meanwhile a new company is formed from scratch in the destination state. What differs afterwards is not the letterhead.

The contracts row is where the real money sits. A vendor agreement, a commercial lease, a bank loan or a personal guarantee does not follow a new entity because the name on it matches. Someone at the other end has to sign, and each of them gets a chance to renegotiate while they have your attention. To a city or a licensing board, meanwhile, a newly formed LLC is a new applicant with no history, whatever the sign on the door says.

The number the IRS list does not quite answer

For LLCs the IRS list says you do not need a new EIN if you "change your name or location," and that you get one if you "terminate an existing LLC and form a new corporation or partnership," or own a single-member LLC that has to file excise or employment taxes (page last reviewed 21 July 2026).

Notice what is missing. The corporations section carries a bullet reading "convert at the state level and don't change your business structure" on the no-new-EIN side. The LLC section has no equivalent sentence, and neither section speaks to terminating an LLC in order to form another LLC of the same classification. Where a statute says the converted company is the same entity without interruption, continuity is the strong argument, but it is an argument rather than a printed answer, so settle it for your own facts before a corrected W-9 goes out to every client. The full map of when the number follows you is worth reading first, because a new EIN is free and instant while re-keying it in twelve vendor portals is neither.

Two statute pages, then a price

Open the destination state's filings page and search its forms list for conversion, domestication, transfer and continuance. Then open your current state's list and look for the outbound version of whichever word you found, plus any tax clearance the exit filing depends on. If both exist you are pricing four things rather than one: the inbound certificate, the formation document that accompanies it, the outbound certificate, and the old state's final tax.

If either side lacks the statute, the real choice is between paying two states every year and starting a company with no history. When the value sits in the age, the EIN and the signed contracts, double registration is usually the cheaper way to keep all three, and it can be unwound later with a withdrawal filing. The place a lawyer earns the fee is the fourth path: merging the old company into a newly formed one in a state that provides for mergers but not conversions, a real transaction with real tax consequences and not a form anybody should fill in on a Sunday.

Fees, form numbers and statutory language quoted here belong to the states named and were read on 29 August 2026. Yours will differ, and fee schedules change more often than the statutes behind them. This describes how the filings fit together; it is not legal or tax advice. A move carrying a lease, a loan or an S corporation election should be priced by somebody licensed in both states before anything is filed.