Moving an LLC Out of California: The Conversion Statute, and What It Does Not Cover

Updated August 17, 2026. Quick answer: California does permit it, in both directions, under Cal. Corp. Code § 17710.03 — the statute is captioned conversion, which is why California turns up on lists of states that supposedly forbid domestication. The entity-law filing fee is $70. This page covers the entity-law half only. What the Franchise Tax Board does when you leave is a separate question with separate sources, and we have not read them — so we are not going to imply that half is settled.

The statute, and why California gets miscounted

The operative provision is Cal. Corp. Code § 17710.08. California never uses the word domestication for this transaction; it calls it conversion. That is the single most common way these tables go wrong — 18 states run the mechanism under that caption, and a list built by keyword search drops every one of them.

That California does not permit LLC domestication/conversion because its statute never uses the word ‘domestication.’

What makes California’s provision count is that its defined scope expressly reaches an entity formed under another jurisdiction’s law, in both directions. An LLC becoming a corporation inside California is a different transaction and is not what this measures.

What the filing costs

Inbound: Form LLC-1A (Articles of Organization – Conversion), filed with the CA Secretary of State (bizfileOnline, mail, or in person). Outbound: Form CONV-1A (Certificate of Conversion).

That is the entity-law filing fee. It is not the cost of leaving California, and anyone who tells you the cost of leaving California is a filing fee is selling something.

The part this page does not answer

The reason people search for this is usually not the filing. It is the franchise tax, the minimum annual amount, the final return, and whether the Franchise Tax Board agrees that the entity has actually stopped doing business in California. Those questions are governed by California tax law and FTB administrative practice, not by the corporations code section above, and this cluster does not source them. We have the entity-law answer at primary and the tax answer not at all.

Two things worth knowing even so, both of which are the general shape rather than California-specific findings: converting the entity out does not by itself end an obligation to register as a foreign LLC in California if you still do business there, and a state’s revenue department is a separate counterparty from its filing office. If you are moving to cut a tax bill, the entity move is the easy half.

This page sells nothing and links to no filing service. Moving an LLC is a filing-desk task with a statutory answer, and the answer is either in your two states’ codes or it is not.

Check both ends of the move, not just the destination

A move needs two things to be true: your destination has to let the entity in, and your current state has to let it out. Nine states have no statutory route out, so an LLC formed in one of them cannot domesticate anywhere, however welcoming the destination is. That is where most published advice goes wrong — it checks one end.

State you would be leavingWhy there is no route outWhat the code offers instead
Delawarethe statute affirmatively limits it6 Del. C. § 18-209
Kentuckynothing in the code permits itKRS 275.350 to 275.365
Massachusettsthe statute affirmatively limits itMass. Gen. Laws ch. 156C, § 59(b)
Missourinothing in the code permits itMo. Rev. Stat. §§ 347.127 to 347.135
New Mexiconothing in the code permits itNMSA 1978 § 53-19-62
New Yorknothing in the code permits itNY LLC Law § 1001(b), certificate of merger under § 1003
South Carolinathe statute affirmatively limits itS.C. Code Ann. § 33-44-904
Washingtonthe statute affirmatively limits itRCW 25.15.416 to 25.15.431
West Virginianothing in the code permits itW. Va. Code § 31B-9-904, articles of merger under § 31B-9-905

Delaware is the surprise on that list and it is not a mistake — see the Delaware page. For the other eight, the substitute is a merger, not a dissolution: form the new entity in the destination state and merge the old one into it. Merger produces a surviving entity rather than a continuation, so it is genuinely not the same thing as domestication — but it keeps far more alive than dissolving does.

The full 51-jurisdiction table is on the domestication states list.

Sources

Every row on this page is statutory text. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster — those are the only publishers of the competing versions.