LLC Conversion and Domestication Filing Requirements in Texas
At a glance
| Governing law, transaction names, and route scope | Tex. Bus. Orgs. Code chs. 1, 4, 6, 10, and 101; conversion covers Texas LLC → different domestic type or foreign/non-code organization and foreign LLC → Texas entity. Non-U.S. same-form conversion may add continuance (§§ 10.101-.1025) |
|---|---|
| Entity-type conversion availability and eligible destination forms | Direct route to different domestic entity type or non-code organization, including foreign LLC; inbound foreign LLC may become a Texas entity when origin law/documents permit. Same domestic type excluded by “different type” wording (§§ 10.101-.102) |
| Inbound/outbound domestication, continuance, and transfer | U.S. interstate LLC movement is a conversion that destination law may call domestication, continuance, or transfer. Texas/non-U.S. same-form conversion may elect continued existence in the current form/jurisdiction as part of the plan (§§ 1.002(10), 10.1025) |
| Destination-law reciprocity and regulated-entity limits | Outbound conversion cannot conflict with destination law and destination organization must comply with it; inbound conversion must be permitted by origin law or consistent governing documents. Non-U.S. continuance also depends on that jurisdiction's law (§§ 10.101(d), 10.102(b)-(c), 10.1025(b)) |
| Plan terms, interest conversion, and resulting governing documents | Written plan states source/result names, continued existence, result type and jurisdiction, interest conversion, and destination formation record; external facts and lawful extra terms allowed (§§ 10.103-.104) |
| Member approval, agreement control, classes/series, and new-liability consent | LLC acts on plan; default fundamental-transaction vote is majority of all members, modifiable by company agreement, and member approval is excused before initial member admission. Unanimous consent default; formation certificate may permit meeting-minimum consent with prompt notice. Each newly liable member separately consents (§§ 6.201-.204, 10.101(b),(f), 101.052, .356(c),(e)) |
| Conversion/domestication statements, companion filings, signer, and contents | LLC-authorized signer files Certificate of Conversion containing plan or before/after identity, plan-location/free-copy, and approval recitals; Texas filing-entity result files its formation certificate simultaneously. Continuance adds statutory title/election statement (§§ 10.1025(c), 10.154-.155) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | $300 conversion fee plus destination formation fee; Texas corporation/LLC formation adds $300. Filing or stated date/time/event no later than day 90 after signing; plan may be abandoned before effect, with Certificate of Abandonment after filing. Franchise taxes paid or result accepts liability (§§ 4.051-.057, 4.151-.154, 10.156, 10.201-.202) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Entity continues without interruption; property/title remain without transfer, liabilities continue, creditor/former-owner rights survive, proceedings continue without substitution, and interests convert under plan or dissent route. Old owner liability follows writing, prior liability, or other law (§ 10.106) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Ordinary Texas LLC has no statutory dissent/appraisal default; governing documents may opt in and modify rights, triggering § 10.355 notice. No merger, dissolution, registration, tax, contract, license, securities, creditor, valuation, or route advice (§§ 10.101(c), 10.351(b)-(c)) |
Requirements one by one
Direct routes, plan, and approval
Texas uses conversion for both an LLC's change into a different domestic type and its move to or from another U.S. jurisdiction; the definition recognizes that another jurisdiction may call the same-type move domestication, continuance, or transfer. Tex. Bus. Orgs. Code § 1.002(10). A foreign result must comply with destination law, and an inbound foreign LLC must have authority under its origin law or consistent governing documents. Tex. Bus. Orgs. Code § 10.101 and § 10.102.
A separate conversion-and-continuance election reaches a Texas/non-U.S. same-form change and preserves existence in the current jurisdiction. It must appear in the plan and be permitted or not prohibited there. Tex. Bus. Orgs. Code § 10.1025.
The written plan identifies the entities, continuing existence, result type and jurisdiction, interest conversion, and destination formation record. The LLC acts on the plan; the default member vote is a majority of all members, subject to the company agreement, while each newly liable member separately consents. Tex. Bus. Orgs. Code § 10.101(b),(f), § 10.103, and §§ 101.052 and 101.356(c),(e).
Written consent defaults to unanimity, but the formation certificate may permit the meeting-equivalent minimum with prompt notice. When members do not constitute the governing authority, member meetings use 10-to-60-day purpose notice for this fundamental transaction. Tex. Bus. Orgs. Code §§ 6.201-.204 and § 101.352.
Filing, effective time, fee, and abandonment
The LLC signs a Certificate of Conversion containing the plan or identity, plan-location, free-copy, and approval recitals. A Texas filing-entity result files its formation certificate at the same time. Non-U.S. continuance adds the special certificate title and election statement. Tex. Bus. Orgs. Code § 10.1025(c), § 10.154, and § 10.155.
The conversion filing costs $300 plus any destination formation fee; a Texas for-profit corporation or LLC formation adds $300. Filing may take effect on acceptance or through a compliant date, time, or event no later than the 90th day after signing. Tex. Bus. Orgs. Code §§ 4.051-.053 and §§ 4.151-.154.
Before effectiveness, the plan may be abandoned under its procedure or the governing authority's method, subject to contract rights. After filing, a Certificate of Abandonment is required. Filing is refused unless franchise taxes are paid or the result accepts liability. Tex. Bus. Orgs. Code § 4.057, § 10.156, § 10.201, and § 10.202.
Continuity and dissent boundary
The entity continues without interruption. Property remains without transfer, obligations continue, creditor and former-owner/member rights survive, proceedings continue without party substitution, and interests convert under the plan or an available dissent right. Old owner liability follows writing, prior liability, or other law. Tex. Bus. Orgs. Code § 10.106.
An ordinary LLC has no default statutory dissent and appraisal right. Its governing documents may opt in and modify the right; that opt-in also activates the conversion notice requirement. Tex. Bus. Orgs. Code § 10.101(c) and § 10.351(b)-(c).
What trips people up
Texas labels an ordinary U.S. state-to-state LLC move a conversion, while its definition recognizes that another jurisdiction may treat it as domestication, continuance, or transfer.
The $300 conversion fee is not necessarily the full filing cost. A Texas filing-entity result adds its formation fee and its formation certificate.
Internal approval, filing signature, and consent to new owner liability are separate. A sufficient plan vote cannot force a member to take owner liability.
Common questions
May a Texas LLC move directly to another state?
Yes, through conversion if the destination law permits the result and its formation complies with that law. Tex. Bus. Orgs. Code § 10.101(a),(d).
Must every member approve?
The default is a majority of all members, subject to the company agreement and the pre-initial-member exception. A member taking new owner liability always separately consents. Tex. Bus. Orgs. Code § 10.101(f) and § 101.356(c),(e).
Does every Texas LLC receive appraisal rights?
No. The governing documents must opt into the statutory right and may modify it. Tex. Bus. Orgs. Code § 10.351(b)-(c).
Statutes and sources
- Tex. Bus. Orgs. Code § 1.002 defines conversion, fundamental business transaction, and non-code organization. Accessed September 6, 2026.
- Tex. Bus. Orgs. Code §§ 10.101-.106 and 10.1025 authorize conversion/continuance and govern plan terms, destination law, owner-liability consent, effect, and continuity. Accessed September 6, 2026.
- Tex. Bus. Orgs. Code §§ 101.052, 101.352, and 101.356 govern agreement control, member notice, and default approval. Accessed September 6, 2026.
- Tex. Bus. Orgs. Code §§ 6.201-.204 govern written action. Accessed September 6, 2026.
- Tex. Bus. Orgs. Code §§ 10.154-.156, 10.201-.202, and 10.351 govern filing, franchise-tax gate, abandonment, and the LLC dissent boundary. Accessed September 6, 2026.
- Tex. Bus. Orgs. Code §§ 4.051-.057 and 4.151-.154 govern effective time, abandonment, and fees. Accessed September 6, 2026.
Source links
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