Texas Domestication Flow Standards

Scope and Applicability

This page covers Texas requirements for an LLC or for-profit corporation moving into or out of Texas through a statutory conversion or a merger. Texas calls the statutory route a conversion. The other state’s law and the transaction structure must also permit the proposed route. Texas Business Organizations Code §§ 10.001(d), 10.101(d), 10.102(c)

Last reviewed: October 3, 2026.

Inbound: Moving Into Texas

Statutory Domestication or Conversion

An entity formed outside Texas may convert into a Texas entity if the conversion is permitted under its formation-jurisdiction law or governing documents and it takes the action those sources require. Texas Business Organizations Code § 10.102

If a new Texas LLC or for-profit corporation results, Texas requires a certificate of conversion and a distinct Texas certificate of formation filed with it. The formation certificate must identify the converting entity and state that the new Texas entity is formed under a plan of conversion. Texas Business Organizations Code §§ 10.154(a), 10.155(a); Texas Business Organizations Code § 3.005(a)(8).

Merger-Based Relocation

A merger involving an out-of-state organization must be permitted by the applicable formation-jurisdiction law and carried out under that organization’s governing documents. A Texas party to the merger must approve the plan under the Texas rule that applies to its entity type. Texas Business Organizations Code § 10.001(a), (b), (d)

Texas requires a certificate of merger if a Texas filing entity is a party or a new Texas filing entity will be created. A separate Texas certificate of formation accompanies the merger certificate only when the plan creates a new Texas filing entity; an existing Texas survivor does not acquire a new formation certificate merely by surviving. Texas Business Organizations Code §§ 10.151(a), 10.153(a); Texas Business Organizations Code § 3.006(a).

Outbound: Moving Out of Texas

Statutory Domestication or Conversion

A Texas entity must adopt a plan of conversion and obtain the approval required for its entity type. The conversion cannot take effect if it conflicts with the destination jurisdiction’s law; formation of the converted entity must comply with that law. Texas Business Organizations Code § 10.101(a), (b), (d).

For a Texas corporation, the board approves the plan and submits it to shareholders under the statutory procedure. For a Texas LLC, the member-approval rule for a fundamental business transaction applies unless a permitted company-agreement provision changes it. The governing documents and statutory exceptions must be checked in either case. Texas Business Organizations Code § 1.002(32); § 21.453; Texas Business Organizations Code §§ 101.052, 101.356(c).

Because the converting Texas LLC or corporation is a filing entity, the conversion requires a Texas certificate of conversion. Texas does not require its certificate of formation for a move that creates no new Texas filing entity. Texas Business Organizations Code §§ 10.154(a), 10.155(a); Texas Business Organizations Code § 3.006(a).

Merger-Based Relocation

A Texas entity that is a party to a merger must approve the plan under the Texas rules for that entity. A Texas corporation’s board approves the plan and shareholder approval ordinarily follows, subject to the statutory exceptions. A Texas LLC’s member approval for a fundamental business transaction is subject to a permitted company-agreement variation. Texas Business Organizations Code § 1.002(32); § 10.001(b); § 21.452; Texas Business Organizations Code §§ 101.052, 101.356(c).

A Texas certificate of merger is required when a Texas LLC or corporation that is a filing entity is a party to the merger, even if the survivor is formed elsewhere. The certificate states how the plan was approved and identifies the organizations and their jurisdictions, or includes the plan as the statute permits. Texas Business Organizations Code § 10.151(a)–(b).

Coordination With the Other State

For an inbound move, read the former state’s outbound rules with these Texas inbound rules. For an outbound move, read the destination state’s inbound rules with these Texas outbound rules. Texas conversion law expressly requires compliance with the converted entity’s new jurisdiction; a merger with an out-of-state organization likewise depends on that jurisdiction’s law and governing documents. Texas Business Organizations Code §§ 10.101(d), 10.001(d).

Related Pages

The Domestication Flow introduces the Goal, Documents, and Process. The general Domestication Flow Standards explain how to use two state pages. For the statutory route, read Texas Plan of Conversion Standards and Texas Certificate of Conversion Standards. For the merger route, read Texas Plan of Merger Standards and Texas Certificate of Merger Standards. When a new Texas filing entity is formed, read Texas Certificate of Formation Standards.

Browse the Domestication Flow Standards family for its jurisdiction pages.