Are you about to move to a new state, and you’re wondering how you can move your limited liability company (LLC) without too much hassle?
There are plenty of reasons why you might want to move your LLC — maybe your spouse got a new job across the country, you’re moving closer to aging family members, or just looking for a fresh start.
Regardless of your reasoning for moving, there are a few different options for moving an LLC to a new state. Some of these options are easier than others, and some of them aren’t even available in every state.
In this article, we’ll discuss the different methods for moving LLCs. Along the way, we hope to help you figure out what the best option is for your unique business.
What Are My Options for Moving an LLC to a New State?
Generally speaking, there are three main options for moving an LLC to a different state. You can transfer your LLC from your old state to your new state, keep your original LLC while forming a foreign LLC in the new state, or dissolve your existing LLC and form a new domestic LLC in your new state. Let’s quickly run down what each of these options looks like in practice.
Transferring an LLC to a New State
The simplest and most convenient way to move an LLC is to transfer it to your new state. This process is called domestication, and it starts with getting a certificate of good standing from your original state.
You will then need to prepare a document that’s typically called “articles of domestication,” which you can then file with your new state, along with the certificate of good standing. Once you’ve done this, the only remaining step is to formally dissolve the LLC in your original state.
However, for this option to work for your LLC, both your original state and your new state must allow domestication. Unfortunately, there are quite a few states that don’t recognize this process, including:
- New Mexico
- New York
- North Carolina
- North Dakota
- Rhode Island
- West Virginia
If you’re trying to move a business to or from any of those states, you are out of luck with the domestication option, and you’ll need to look at one of the following options to move your LLC in a compliant fashion.
Register a Foreign LLC for Your Business
An option which is available in all United States jurisdictions is acquiring a foreign registration, which allows you to operate an existing business in a new state as a foreign LLC. This could be a good option if you still plan on conducting some business in your previous state, or if the move is temporary and you expect to return to your original state at some point.
The major drawbacks of this option are the fact that it’s costly, and that it can be a major hassle. With this method, you’ll be operating two LLCs (the domestic LLC in your original state and the foreign LLC in the new one), which means paying two annual LLC maintenance fees, filing two annual reports, maintaining two registered agents, etc.
On the other hand, there are some ways in which this option can be rather convenient. You won’t need to obtain a new employer identification number (EIN), which is used to pay taxes, hire employees, open business bank accounts, etc.
In addition, you won’t have to open new bank accounts, as you can continue using your original accounts, and you likely don’t even need to change your official business address, seeing as your original domestic LLC still exists.
Dissolve Your LLC and Form a New One
The final option has a few different potential methods, and it’s often the most complicated route for moving an LLC to a new state. In this process, you will formally dissolve your original LLC and form an all-new LLC in your new state.
The options for using this method are as follows:
- Merge your original LLC with your new LLC
You will first need to draft a “plan of merger” document, indicating the process you will use to combine the two LLCs. Next, you’ll need to have all of your LLC owner/members vote on the merger. Once you’ve done this, you can prepare and file your articles of merger. When the state has processed this filing, your original LLC is formally dissolved.
- Liquidate your existing LLC and transfer its assets to the new entity
This option starts with holding a dissolution vote among your LLC’s members. Then, you will need to fulfill all debts and tax obligations that are still outstanding. At this point, you can distribute the LLC’s assets to its owners, according to each owner’s membership share.
Next, you will file your final tax returns and formally dissolve the business. Now you’re ready to form your new LLC, using the assets transferred from the previous LLC.
- Your original LLC’s members transfer their membership interests to your new LLC
This method relies on the guidance of your LLC’s operating agreement to determine how membership interests may be transferred. When you first started your business, you should have outlined how this procedure works.
Most commonly, you will need the consent of all LLC member/owners to transfer interest. Finally, you’ll need to draft a transfer agreement to finalize the transfer. (We will note that this option can be rather tricky, and we advise contacting a business lawyer before attempting it.)
Can You Hire Someone to Help Move Your LLC?
When you’re moving your LLC to a new state, you typically have three options. You can try the DIY route, you can hire a business services company, or you can hire an attorney. The DIY route isn’t widely recommended for the processes discussed in this guide, simply because they can be quite complicated, and the legal ramifications for incorrectly moving an LLC could be harsh.
Hiring a lawyer is always a great option if you have the money for it, as you will obviously receive a high degree of expertise if you enlist a business attorney. However, this can be tremendously expensive, as an attorney’s fees could climb into the thousands of dollars in a hurry.
For some of the options discussed in this guide, online business services companies can help you with some or all of the process. Specifically, companies like IncFile and LegalZoom can formally dissolve your LLC on your behalf, and they can also form foreign LLCs for you. However, some processes like domestication or mergers aren’t services these companies offer.
In short, moving an LLC doesn’t have a quick-and-easy solution like forming an LLC does, as there are dozens of companies willing to form your LLC at affordable rates, but not many services offering services to merge or domesticate LLCs.
Unfortunately, there isn’t any one specific method used to transfer LLCs to different states. Depending on your state and the nature of your business, there may be up to three different ways you can move an LLC to a new state. If domestication is available in your states, this is by far the method we prefer, as it is both the easiest and the least expensive, in most cases.
If you encounter any trouble with the processes discussed in this article, we strongly suggest contacting a business lawyer. Even if you only get a consultation, it’s nice to know what your options are, and how much they’ll cost you.
We hope this article helped you develop your understanding on how you can move an LLC to a new state!