Updated September 3, 2026. Quick answer: Massachusetts does not let a Massachusetts LLC convert into another state’s LLC while remaining the same legal entity. Chapter 156C (the Massachusetts LLC Act) has no domestication section and no outbound conversion provision at all: its only conversion section runs the other direction and doesn’t reach LLCs either way. The substitute is a merger: a Massachusetts LLC can merge into a newly formed out-of-state LLC under M.G.L. ch. 156C, § 59(b).
Why the answer is no
The full section index of chapter 156C (§§ 55–72) was read, including the verbatim text of every structural-change section (59–62, 69) and the surrounding sections (63–68, 70–72), searching for ‘domesticat’, ‘redomestica’, ‘transfer of domicile’, and ‘continuance’: none appear anywhere in the chapter. The chapter’s only conversion provision, § 69 (‘Conversion of business entity to limited liability company’), defines ‘other business entity’ as associations, trusts, and general/limited partnerships: a list that does not include an LLC of any kind, so it doesn’t even reach the inbound LLC-to-LLC case, let alone outbound. A separate chapter, 156D (Business Corporations Act), does have a domestication provision, but that chapter governs corporations only and is never extended to LLCs anywhere in 156C. Re-fetched § 59 directly on 2026-09-03: confirmed the word ‘domestication’ does not appear in that section.
The route that does work
M.G.L. ch. 156C, § 59(b) lets a domestic Massachusetts LLC ‘consolidate or merge with or into one or more domestic limited liability companies or other business entities formed or organized under the law of the commonwealth or any other state of the United States or any foreign country or other foreign jurisdiction, with such domestic limited liability company or other business entity as the agreement shall provide being the resulting or surviving’ entity: confirmed verbatim on re-fetch. Section 59’s own definition of ‘other business entity’ is broader than § 69’s and explicitly includes a foreign LLC, so a Massachusetts LLC can merge into (and cease to exist in favor of) a newly formed out-of-state LLC. This is a merger, not a domestication: the Massachusetts entity is legally merged out of existence rather than continuing as the same entity in the new state.
What is commonly published about Massachusetts
A formation-service aggregator page (legalclarity.org) explicitly claims Massachusetts LLC domestication is governed by ‘Chapter 156D,’ citing G.L. c. 156D §§ 9.20/9.41. Chapter 156D is the Massachusetts Business Corporation Act; its domestication provisions apply only to corporations, and the LLC act (156C) has no comparable section for LLCs.
A second aggregator (llcdojo.com) lists Massachusetts among states that ‘allow’ LLC domestication with no statute cited at all.
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, Dataset retrieved 2026-08-12 from malegislature.gov..