Moving your business to Texas and upgrading it to a Series LLC is a strategic step that can boost your confidence in your business structure. A Texas Series LLC allows you to hold multiple assets under one umbrella while protecting each asset, which can simplify management and enhance security for investors and entrepreneurs. Performing a statutory conversion ensures continuity, including your existing contracts, bank accounts, and EIN, giving you peace of mind during the transition.
Ready to consolidate your assets into a Texas Series LLC without the hassle? Contact us to handle the legal transition and ensure compliance, so you can focus on growing your business.
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Phase 1: The Statutory Conversion Path
In Texas, moving an out-of-state entity involves a process called Conversion, governed by Chapter 10 of the Texas Business Organizations Code, which simplifies the transition by changing your LLC's identity and location without dissolving it.
Pre-Flight Checklist:
Phase 2: Filing for Series Status in Texas
When you file your conversion paperwork with the Texas Secretary of State (SOS), you must simultaneously file a Certificate of Formation. This is where you "unlock" the Series LLC features. In Texas, you can choose between a Protected Series (a traditional internal series) and a Registered Series (which has its own certificate from the SOS).
The "Magic Language" Requirement:
To ensure your Series LLC in Texas is legally valid and provides the asset protection you need, your Certificate of Formation must include a specific 'notice of limitation of liability' as required by Section 101.602 of the Business Organizations Code. Proper legal language is essential to give you confidence that your business complies with state law and safeguards your assets.
Keeping the Same EIN
Keeping the Same EIN is crucial for continuity; understanding IRS rules helps ensure you retain your current EIN during the Texas Series LLC conversion, simplifying tax and banking processes.
The most common concern for relocating businesses is whether they can keep their current EIN. The good news is that under IRS Revenue Ruling 73-526, a business does not need a new EIN if the transaction is a "mere change in the identity, form, or place of organization" of a single corporation or partnership.
When you CAN keep your EIN:
When you might need a NEW EIN:
Step-by-Step Transition Plan
Estimated Timeline: The Texas Secretary of State typically processes these filings in 2 to 4 weeks, though expedited 24-hour service is available for an additional $25 fee.
If you are ready to upgrade your business to the Texas "Gold Standard" while keeping your bank accounts and credit history intact, our team is ready to manage the filings for you. Contact us today for a comprehensive tax review.
Frequently Asked Questions
Does each "Series" need its own EIN?
It depends. For federal tax purposes, the "parent" LLC has the primary EIN. While each series can obtain its own EIN if it has its own bank account or employees, they are often treated as a single entity for Texas Franchise Tax purposes.
How do I name my Texas Series LLC?
The "Parent" name must follow standard naming rules. For individual series, Texas law requires that the series name include the parent LLC's name and a unique identifier (e.g., "Main Street Series of ABC Investments, LLC").
What if I keep a presence in my old state?
If you still have employees or property in your original state, you may need to register your new Texas LLC as a "Foreign Entity" back in your old home state. This ensures you stay compliant across both jurisdictions.
Do I have to file a separate tax return for each series?
For federal purposes, the IRS usually treats a Series LLC as a single entity (one Form 1065 or 1120-S) unless you specifically choose to treat a series as a separate entity. For the Texas Franchise Tax, the entire Series LLC files one combined report.
Ready to convert into a Texas Series LLC?
Converting an out-of-state LLC into a Texas Series LLC can preserve continuity while giving you a stronger structure for multiple assets, but the filings, conversion plan, EIN treatment, series language, state exit rules, and franchise tax reporting need to line up correctly. We help business owners review the old entity, choose the right conversion path, protect EIN continuity where possible, and set up the Texas Series LLC structure so it is clean from day one.
Contact us for a comprehensive tax review.
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