Are you planning a move to another state? You probably already know how to change your mailing address or switch your cable service. But how do you legally move a corporation or LLC from one state to another?
When a corporation or LLC conducts business in any given state, it must register with that state. So, if you’re planning to move your business to a new state, you’ll need to register it with that state.
In general, there are two ways to handle this – and the right approach will depend on whether your move is permanent and whether you’re planning on operating your business in both your old and new states.
Move Your Corporation: First Approach
Dissolve the Corporation in the Old State, Start it in the New State
If you’re permanently moving to a new state and you have no plans on operating your business in the old state, then the cleanest approach is to close the corporation/LLC in your original state and register a new corporation or LLC in the new state. While specifics may vary by state, here’s a general overview of how to do this:
- File an “Articles of Dissolution” or “Certificate of Termination” document with your previous state’s Secretary of State in order to dissolve the corporation or LLC. Your company will need to be in good standing (i.e. up to date on your state taxes and state filings) in order to be dissolved.
- Form a new LLC or Corporation with the Secretary of State in your new state.
Move Your Corporation: Second Approach
File a Foreign Qualification in the Second State
In those situations where your move is only temporary or you’d still like to conduct business in your old state, then it doesn’t make sense to close your business and start a new one.
In this case, you should keep your corporation or LLC registered in the original state and then foreign qualify in your new state. This is also the procedure you’d take if you’re not moving, but just plan on conducting business in another state.
Here’s a general overview of how to foreign qualify (again, specifics vary by state):
- File foreign corporation paperwork with the new state. In some states, it’s called the Statement and Designation; in others it’s the Foreign Qualification application. This paperwork will resemble the Articles of Incorporation document you first used to file your corporation. For example, you may need to enter details like the name of your corporation, your domestic state, stock information (how many shares authorized, etc), list of corporate officers, registered agent, and the principle office or location you’ll be using in your new state.
- In most cases, you’ll also be required to have a Certificate of Good Standing document from your domestic state in order to foreign qualify.
Summer moves can be busy. Yet in the midst of a physical move, you’ll also need to take your legal obligations seriously whenever crossing state borders.
Filing upfront will be simpler and far more affordable than having to deal with the consequences of operating improperly.
Moving Photo via Shutterstock
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I would add that several states provide a third method which is domestication of the foreign corporation, basically just changing the state of incorporation. Unfortunately we have found that the domestication statutes of the new state don’t often mesh particularly well with the laws of the state the corporation is leaving. What would be a more straight-forward process then becomes fraught with uncertainty.