Updated September 3, 2026. Quick answer: you cannot. Massachusetts has no statute letting an out-of-state LLC become a Massachusetts LLC while remaining the same legal entity, and none letting a Massachusetts LLC leave, either. This is one of the stronger negatives in the table: it rests on what the statute affirmatively says, not on silence. The route that does work is a merger under Mass. Gen. Laws ch. 156C, § 59(b).
Why the answer is no
Massachusetts does have a chapter people point to: ch. 156C § 69, “Conversion of business entity to limited liability company”, and it looks like it might reach a foreign LLC. It doesn’t: § 69’s own list of entities that can convert into an LLC is enumerated: associations, trusts, general and limited partnerships (domestic or foreign), and registered LLPs; and a limited liability company of any kind, domestic or foreign, is not on that list. The chapter’s only other structural-change provision is merger (§§ 59-62), a different transaction. Massachusetts does have a domestication statute, but it lives in ch. 156D, the Business Corporations Act, and reaches corporations only; it is never extended to LLCs anywhere in ch. 156C. That’s the trap: a domestication statute that exists for corporations does not answer the LLC question. Confirmed by reading the full section index of ch. 156C, §§ 55-72, plus ch. 156D §§ 9.20-9.41.
The route that does work
Merger or consolidation into a newly formed LLC (or other business entity) under Mass. Gen. Laws ch. 156C, § 59(b), which lets a Massachusetts LLC merge with or into an entity formed under the law of the commonwealth, another state, or a foreign jurisdiction, with either side able to be the surviving entity, so a foreign LLC can effectively be the survivor when a Massachusetts LLC merges into it (a functional outbound move), and vice versa for a Massachusetts LLC absorbing an out-of-state one on the way in. In practice that means: form the new entity in the destination state, then merge the existing LLC into it under § 59(b). Rights, contracts, and liabilities pass by operation of law. The honest caveat is that a merger produces a surviving entity rather than a continuation, so the formation date is the new entity’s, and continuity of EIN, bank accounts, and counterparty consents depends on IRS and counterparty rules rather than on this statute. There is also a third option: if you’ve moved to Massachusetts but the entity doesn’t need to be a Massachusetts entity, you can simply foreign-qualify under § 48, register the existing out-of-state LLC to transact business here without changing its state of organization. That’s often the cheapest and simplest answer.
What is commonly published about Massachusetts
Formation-service aggregators (banned sources, read only to identify the claim, not cited as authority) list Massachusetts among the states that allow LLC domestication, one attributing it specifically to Chapter 156D, §§ 9.20/9.41 and 950 CMR 113.24.
Chapter 156D is the Massachusetts Business Corporation Act, and its domestication provisions apply to corporations only; the LLC Act, chapter 156C, has no domestication section and its only conversion provision (§ 69) does not reach LLCs, foreign or domestic. The claim conflates a corporation-only chapter with an LLC equivalent that does not exist.
We would rather be the table that says a widely repeated figure is not in the statute than the table that repeats it.
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 leaving | Why there is no route out | What the code offers instead |
|---|---|---|
| Delaware | the statute affirmatively limits it | 6 Del. C. § 18-209 |
| Kentucky | nothing in the code permits it | KRS 275.345 to 275.365 |
| Massachusetts | the statute affirmatively limits it | Mass. Gen. Laws ch. 156C, § 59(b) |
| Missouri | nothing in the code permits it | Mo. Rev. Stat. §§ 347.127 to 347.135 |
| New Mexico | nothing in the code permits it | NMSA 1978 § 53-19-62 |
| New York | nothing in the code permits it | NY LLC Law § 1001(b), certificate of merger under § 1003 |
| South Carolina | the statute affirmatively limits it | S.C. Code Ann. § 33-44-904 |
| Washington | the statute affirmatively limits it | RCW 25.15.416 to 25.15.431 |
| West Virginia | nothing in the code permits it | W. 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.
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.
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.
- Massachusetts: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C. Statutory text, read 2026-08-12 (statute-tier, official government source).