What domestication means
Domestication moves a company's legal home from one state to another. The company is not dissolved and re-formed. It is the same legal entity, now governed by the new state's law, with its contracts, bank accounts and history intact.
States use different names for the same idea. Some call it domestication, some conversion, and Wyoming also offers continuance. The mechanics differ, but the result is similar: the company becomes a domestic entity of the new state and stops being one of the old state.
Who this is for
- Founders who formed in an expensive state and want to move to a lower-cost one.
- LLCs that formed in one state but now operate mainly in another, and are paying fees in both.
- Startups moving to Delaware ahead of a funding round, often alongside a conversion to a C-Corp.
- Companies moving to a state with laws that suit them better, for privacy or governance reasons.
Domestication vs dissolve and re-form
The alternative is to dissolve the old company and form a new one in the new state. That is simpler in the rare case where both states do not allow a statutory move. But it creates a new legal entity: new EIN, new bank account, new contracts and possibly new tax consequences for transferring assets. Domestication avoids most of that disruption, which is why it is usually the better route when it is available.
What BookMyLLC handles
- Checking that both the old state and the new state allow the move for your entity type.
- Name availability in the new state.
- The approval document: member or shareholder consent adopting the plan.
- Obtaining a certificate of good standing and certified formation documents from the old state.
- Filing the domestication, conversion or continuance in the new state, with a registered agent there.
- Filing in the old state to record the transfer out, where that state requires it.
- An updated operating agreement or bylaws under the new state's law.
- A checklist for the IRS, bank, payment processors and other records.
Step-by-step process
- Confirm eligibility. Both states must permit the transaction for your entity type.
- Bring the company into good standing. Most states want a current certificate of good standing, so any missing reports or fees are paid first.
- Approve the plan. Owners sign a consent approving the move, as the governing documents and state law require.
- File in the new state. We file the articles of domestication or conversion with the certified documents and the registered agent's consent.
- File in the old state. Where required, a certificate of transfer or conversion is filed so the old state closes its record.
- Update everything else. Operating agreement, IRS records, bank, payment processors, licences and contracts.
Example: moving an LLC to Wyoming
Wyoming accepts LLCs from other US states by domestication, and also by continuance. Its Secretary of State asks for a certificate of good standing and a copy of the original formation documents and amendments, certified within the last six months by the home state, along with the registered agent's written consent. Companies formed in another country cannot domesticate into Wyoming this way and use continuance instead. See our Wyoming LLC page for the state's ongoing costs.
Documents you need
- Current formation documents and all amendments.
- A certificate of good standing from the current state, usually recent.
- Your operating agreement or bylaws and a list of owners.
- The company's EIN and current registered agent details.
- Signed consent from the members, managers or board.
Timeline
Once the certified documents arrive, the new state's filing is often processed within a few business days to a few weeks. Ordering certified documents from the old state, and clearing any unpaid fees, is often the slowest part. Plan for several weeks overall.
Tax and EIN
Because the company continues as the same entity, it can generally keep its EIN, and a change of state is not usually a taxable event for an LLC that keeps the same tax classification. Moves combined with a change in entity type, such as LLC to C-Corp, raise separate tax questions. This page is general information, not tax or legal advice; confirm with a CPA before filing.
Updating records after the move
The filings are only half of a domestication. The company's governing law has changed, so several documents need attention. Update the operating agreement or bylaws to refer to the new state's law. Tell your bank and payment processors, sending them the filed domestication certificate. Update the address on file with the IRS if your mailing address changed, using Form 8822-B.
Check contracts, invoices and your website for references to the old state, and update any business licences or tax registrations tied to it. Finally, add the new state's annual report or tax date to your calendar, since it will usually differ from the old one. Missing the first report in the new state is the most common slip after a move.
Common mistakes to avoid
- Forming a new company and calling it a move. A new entity is not a domestication, and it needs a new EIN and bank account.
- Leaving the old state open. If the old state's record is not closed, it may keep charging annual fees.
- Using stale certificates. States reject good standing certificates or certified copies that are too old.
- Forgetting foreign registration. If you still operate in the old state, you may need to register there as a foreign company after the move.
Compare state costs with our state comparison or read Wyoming vs Delaware vs New Mexico before you decide. If you only need to update your agent, the change registered agent service is simpler.
Domestication at a glance
| Question | Short answer |
|---|---|
| What it is | Moving a company's legal home from one state to another without ending it and starting a new one. |
| Why do it | To use a state with lower costs, better law or better privacy, or to match where you operate. |
| What stays the same | The company's history, contracts and, usually, its EIN. |
| What changes | The governing state, the registered agent, annual reports and franchise tax. |
| Not every state allows it | Both the old and the new state must permit the transfer. |
Domestication or dissolve and re-form
| Domestication | Dissolve and re-form | |
|---|---|---|
| Contracts and accounts | Carry over | Must be reassigned or reopened |
| EIN | Usually kept | New EIN often needed |
| Company history | Preserved | Starts again |
| Paperwork | Documents in two states | Closure in one state, formation in another |
| Best for | Companies with banking, clients and history | Very new companies with no accounts |
A company with only a few weeks of history may be quicker to re-form. For anything with bank accounts, marketplace listings or long-term contracts, domestication usually preserves more.
Checklist before you move
- Confirm both states allow it and that your company is in good standing in the old state.
- Settle unpaid fees and annual reports in the old state.
- Appoint a registered agent in the new state before filing.
- Plan to update your bank, payment processor and marketplace profiles after the move.
Tax and records after the move
A domestication is usually treated as a continuation of the same company, so the EIN normally stays. Even so, the company now answers to a different state: it has a new annual report schedule, new franchise or annual tax rules and a new registered agent. Update your bank, payment processor and any marketplace profile with the new state details, and confirm the old state has recorded the company's departure so it stops expecting reports.
Speak to a tax adviser if the company has operated in the old state for some time. Some states look at income earned there before the move. We flag the question early, and our CPA consultation is the place to go through it.
