LLC Domestication: What It Is and How to Do It Right

LLC Domestication

As businesses evolve, many Limited Liability Companies (LLCs) consider relocating to a new state. This move can happen for various reasons — tax advantages, business opportunities, or personal relocation. However, moving to an LLC is not as simple as packing your bags. That’s where LLC domestication comes in.

LLC domestication allows a business to legally change its home state (domicile) while preserving its original EIN, history, and operational structure. It’s often the preferred method compared to dissolving the old LLC and forming a new one.

What Is LLC Domestication?

LLC domestication is a legal process that allows a limited liability company to transfer its registration from one state to another. The new state becomes the LLC’s new “domestic” home, while the business maintains continuity, legal identity, and credit history.

Unlike foreign qualification (where an LLC registers to do business in another state but keeps its original home state), domestication fully transfers the LLC to the new jurisdiction.

When Should You Consider LLC Domestication?

You might want to domesticate your LLC if:

  • You are relocating your business headquarters or operations.
  • Your new state offers better tax benefits or regulations.
  • You want to avoid paying annual fees in two states (as is required with foreign qualification).
  • You want to retain your existing EIN, bank accounts, and contracts.

States That Allow LLC Domestication

Not all U.S. states allow LLC domestication. It’s essential to check both the current and destination state laws. Some states that do allow it include:

  • Florida
  • Texas
  • California
  • Nevada
  • Delaware
  • Arizona

States like New York and New Jersey do not currently allow domestication, requiring other alternatives like forming a new LLC and dissolving the old one.

Steps to Domesticate an LLC

Here’s a step-by-step guide to LLC domestication:

Verify Domestication Laws in Both States

Check if both your current (origin) and new (destination) states allow domestication. If either state doesn’t, you’ll need to use a workaround like a merger or new formation.

Prepare a Plan of Domestication

Draft a formal Plan of Domestication that includes:

  • The names and addresses of the LLC in both states
  • Proposed changes to the operating agreement
  • Consent from all members or managers

File Domestication Forms

File required paperwork with:

  • The Secretary of State in the origin state (to notify and dissolve domestically)
  • The Secretary of State in the destination state (to register the LLC under new laws)

Typical documents include:

  • Certificate of Domestication
  • Articles of Domestication or Conversion
  • Updated operating agreement
  • Filing fees

Notify IRS and Update Licenses

Update the IRS with your new state address, and transfer or reapply for local business licenses, permits, and tax registrations.

Inform Banks and Vendors

Notify your bank, clients, insurance provider, and vendors of the LLC’s domestication and new legal home.

LLC Domestication vs. Foreign Qualification

AspectLLC DomesticationForeign Qualification
State ChangeFully moves the LLC to the new stateLLC remains based in the original state
EIN/History RetainedYesYes
Registered AgentsOne in the new state onlyOne in each state
Annual FeesOnly in new stateIn both states
ComplexityModerateSimple

Costs of Domestication

Fees vary by state, but generally range from $100 to $500 per state. You may also incur:

  • Legal or formation service fees
  • State franchise tax reconciliations
  • Publication fees (in states that require it, like New York)

Common Mistakes to Avoid

  • Not checking if both states allow domestication
  • Failing to notify the IRS or update EIN details
  • Neglecting to inform financial institutions or partners
  • Letting compliance documents lapse during transition
  • Filing incorrect forms (e.g., articles of organization instead of domestication)

Professional Help vs. DIY

While DIY domestication is possible, it’s often advisable to consult with:

  • A business attorney familiar with multi-state operations
  • A registered agent service to streamline filings and compliance
  • LLC formation services like LegalZoom, Northwest Registered Agent, or IncFile

Conclusion

If you’re planning to relocate your business and want to maintain your LLC’s legal continuity, domestication is the cleanest and most professional method. It preserves your existing contracts, EIN, bank accounts, and business history—while ensuring you comply with new state laws.

Always research your origin and destination states, file accurately, and consult professionals when in doubt. LLC domestication is not just a legal checkbox—it’s a strategic move that can help future-proof your business.

FAQs

1. Is LLC domestication the same as forming a new LLC?

No, domestication moves your existing LLC to a new state while keeping its legal identity, unlike starting a new LLC from scratch.

2. Can I keep my business name during domestication?

Yes, as long as your business name is available in the new state. If it’s taken, you may need to file under a “Doing Business As” (DBA) name.

3. Will I get a new EIN after domestication?

Usually, you can keep your original EIN, but you must notify the IRS of the address change and confirm with them directly.

4. What if the new state doesn’t allow domestication?

You may need to use a workaround, such as creating a new LLC in the new state and merging it with your old LLC, or dissolving the old LLC entirely.

5. Do I need to hire a lawyer to domesticate my LLC?

Not always, but legal help is recommended, especially if you’re dealing with high-value contracts, multiple owners, or complex tax issues.

Also read: Entrepreneurs Who Want to Open a Franchise: Complete Guide to Franchising Success

You may also like

Leave a reply

Your email address will not be published. Required fields are marked *

More in General