Move domicile: convert, reform, or qualify?

1. Statutory conversion or redomestication

Most states (including Delaware, Wyoming, California, Texas, and Florida) let an entity move its domicile by filing conversion or domestication paperwork in both states: a certificate of conversion (or transfer) out of the old state and formation documents in the new one. The company keeps its history, contracts, bank accounts, and usually its EIN, because legally it is the same entity. Costs are the two states' filing fees plus any taxes owed to the departing state through the move (Delaware, for example, requires all annual taxes paid before it releases an entity), and legal fees if the documents are complex. Check both states' statutes first: a few pairings don't permit it, and some states allow it only for certain entity types.

For federal tax purposes, a straightforward LLC-to-LLC or corporation-to-corporation move between states is generally not a taxable event. Changing entity type at the same time (an LLC becoming a corporation) is a separate question to review with a CPA.

2. Dissolve and re-form

Close the old entity and start fresh in the new state. It's the cleanest break and sometimes the only option, but everything tied to the old entity (contracts, licenses, bank and merchant accounts, payment-processor history, the EIN) must be moved or recreated, and asset transfers can have tax consequences. The new entity also starts its own first-year obligations (in California, an $800 tax for year one). Use the California, Delaware, and Wyoming dissolution guides for the exit half.

3. Foreign-qualify and keep both

Register the existing entity in the state where it now operates. It's the fastest option and preserves everything, but you pay both states every year: for a Delaware LLC in California, $400 plus $800 plus fees, versus $800 plus fees for a California LLC. It's the right choice when the home state's law genuinely matters (a Delaware C-corp with investors) or when the move may be temporary. See the California walkthrough.

Decision shortcut

• Contracts, licenses, or account history you can't easily reissue → convert.
• Messy or unused entity you'd rather replace → dissolve and re-form.
• Need to be compliant next week, or investors require Delaware → qualify now, and convert later if the move sticks.

Compare the ongoing carrying costs in the tri-state matrix.