Your California LLC doesn't have to die to become a Texas LLC. Most founders we work with assume the move requires dissolving the old entity and forming a new one from scratch, which would cost them the EIN their payroll depends on, the bank accounts their vendors ACH into, the contracts they'd have to get re-signed by every counterparty, and the start date the business has been operating under for years. None of that has to happen. In most cases, it shouldn't.
The filing path that makes this work is called statutory conversion. Some states call the same concept domestication. The mechanics differ in small ways across jurisdictions, but the underlying idea is consistent: the same legal person continues to exist, just as a Texas LLC instead of whatever it was before. From the outside, nothing changes except the state of organization on the Certificate of Formation. Internally, the company picks up a new Texas operating agreement, and ideally picks up new governance thinking with it.
What Statutory Conversion Actually Is
A statutory conversion is a filing-based continuation. The Texas Business Organizations Code, along with the business-entity statute of the origin state, recognizes that the converted entity and the converting entity are the same legal person. This isn't a merger, where two entities become one. It isn't a dissolution and reformation, where one entity ends and another begins. It's a change of form and jurisdiction without interruption of legal identity.
The practical consequences are what make the path worth taking. The EIN carries over; the IRS treats the converted entity as the same taxpayer, with no new EIN application and no break in filing history. Bank accounts stay open, though the bank will usually want an updated certificate of formation and a new operating agreement on file, which takes an afternoon. Contracts with customers, vendors, landlords, and lenders remain in force without amendment or reassignment. Intellectual property registrations stay with the entity without re-recording. The company's start date, as far as "years in business" claims are concerned, stays the same.
Compare that to the alternative path founders sometimes reach for: dissolve the California LLC, form a new Texas LLC, apply for a new EIN, open new bank accounts, and get every customer and vendor to execute assignment documents or re-sign with the new entity. That path is legally available and sometimes unavoidable, but it costs months and introduces dozens of friction points. It's the kind of project that extends closing timelines on real estate, delays payroll tax filings, and spooks lenders whose underwriting was keyed to the prior entity's history.
If you're moving to Texas and your origin state permits conversion, the conversion path almost always wins.
The Mechanics
The sequence runs in roughly this order, though the exact form names and sign-off standards vary by state:
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Plan of Conversion (origin state). The converting entity adopts a plan of conversion describing the change. For LLCs, this is usually approved by the members under whatever standard the existing operating agreement requires, typically unanimous for closely-held entities. The plan identifies the new jurisdiction (Texas), the new name (often the same name plus any adjustments required by Texas availability), and attaches the new entity's governing documents.
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Certificate of Formation (Texas). A Certificate of Formation is filed with the Texas Secretary of State under the Texas Business Organizations Code. This is the document that creates the Texas LLC as a matter of public record. It can be filed as part of the same transaction as the conversion filing; in practice, the Secretary of State's online filing system handles the pairing.
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Certificate of Conversion (both states). Texas requires a Certificate of Conversion to be filed with the Secretary of State, confirming the change. The origin state typically requires a parallel filing, variously called Articles of Conversion, Articles of Domestication, or a Certificate of Withdrawal, depending on the state. Some states handle this in a single combined filing; others require two.
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New Texas Operating Agreement. The existing operating agreement carries legal effect only to the extent Texas law permits. Many provisions translate cleanly; some don't. This is the step that decides whether the conversion is a cosmetic filing or a governance reset, and it's the one we charge the most attention to. The conversion is the natural moment to replace the old OA with a new one drafted under Texas law, which is also the moment to address provisions that were always a little awkward: management structure, transfer restrictions, successor trustee recognition if the interest is trust-held.
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Downstream housekeeping. Notify the bank, update the registered agent, update insurance certificates, verify that contract counterparties' records reflect the new state of organization, and file any required reports with the new and old state for the final partial-year period. None of this is complex; it's the kind of work that benefits from a checklist.
End-to-end, the timeline runs four to eight weeks for most founders, with the bulk of the time sitting in two places: getting the plan of conversion approved internally (fast if sole-member, slower if multi-member with counsel negotiations), and waiting for the origin state's processing (varies wildly by state; Delaware is quick, California has historically been slower). Texas itself turns around conversion filings in a few business days when filed online.
When Statutory Conversion Doesn't Work
Not every state permits statutory conversion of LLCs into Texas entities. A handful of states have no cross-border conversion statute, or permit conversion only within the state (domestic-to-domestic) but not across state lines. The list changes as state statutes are updated, so we verify state-by-state at the outset of any engagement. If a client is operating in one of those states, the fallback paths are:
- Merger. Form a new Texas LLC, then merge the origin-state LLC into the Texas LLC. The Texas LLC is the survivor; the origin-state LLC ceases to exist. This preserves most of the continuity benefits of conversion (EIN generally carries over under IRS guidance; contracts typically follow the survivor by operation of merger law), but it requires two entities to exist temporarily and introduces its own filings on both sides.
- Dissolution and reformation. Dissolve the origin-state LLC, form a new Texas LLC, and rebuild contracts and accounts with the new entity. This is the slowest and most disruptive path and is appropriate only when the origin state blocks the cleaner routes and the business has relatively few counterparty relationships to reassign.
Which fallback is right depends on the specifics: the origin state's law, the number of counterparties, the existence of any regulated licenses or registrations tied to the current entity, and the client's timeline pressure. The right answer isn't one to decide in the abstract. We'd want to see the current formation documents and a list of the entity's active contracts before recommending a path.
Why the New Texas OA Matters More Than the Filing
The filing is administrative. The new operating agreement is where the governance of the Texas entity actually lives. A conversion that comes with a thoughtfully drafted Texas OA is substantively a different company than the origin-state entity was; one that comes with a find-replace version of the old OA (with "California" swapped for "Texas") has done half the work.
This is the moment to reconsider management structure (member-managed versus manager-managed), the scope of transfer restrictions, buy-sell provisions, and how the entity interacts with the owner's estate plan. Our view is that the filing and the OA should move together as one matter rather than two, and that the new OA should be drafted from scratch against Texas law rather than carried over from the origin state. If a client is making the move, this is the leverage point.
Our intake at /get-started asks about origin state and entity status because the answer determines which path is available and how to sequence the work.