Moving an LLC Out of New York: There Is No Domestication, Only Merger

Updated August 17, 2026. Quick answer: New York has no domestication or conversion route that would let a New York LLC become another state’s LLC while staying the same entity. There is no such section anywhere in the LLC Law. What you do instead is form the destination-state LLC and merge the New York one into it — NY LLC Law § 1001(b), certificate of merger under § 1003, with a filing fee of $60. You do not have to dissolve.

How we know, since there is no statute to cite

This is a negative finding, and negative findings are only worth anything if you say what was searched. The New York Limited Liability Company Law was read at the state’s own current codification — not a mirror — across every article that could plausibly hold a jurisdiction-change provision:

ArticleWhat it coversJurisdiction change?
Art. II — Formation§§ 201–215: purpose, powers, formation, name, publication, amendment, restated articlesNo such section
Art. VII — Dissolution§§ 701–705: dissolution, judicial dissolution, winding up, distributionNothing
Art. VIII — Foreign LLCs§§ 801–810: a foreign LLC registering to transact business in New York as a foreign entityQualification only — no provision converting that foreign LLC into a domestic one
Art. X — Mergers§§ 1001–1007Merger with out-of-state entities — this is the substitute, not a domestication
Art. XI — Miscellaneous§§ 1101–1108: fees, records, transactions outside the state, definitionsNothing

The text of each article was searched for domesticat, redomestica, transfer of domicile, transfer of organization, continuance, and another jurisdiction used as a jurisdiction-change trigger. The only “jurisdiction” hits are the merger article’s inclusion of out-of-state entities as merger partners. There is no section, anywhere, that lets a New York LLC change its state of organisation.

Being straight about the class of finding: this is an absence across a corpus we read, not a section that affirmatively forbids it. Four other states in the table are negative because their statute contains limiting text, which is a stronger thing. New York is negative because there is nothing there.

The merger route, step by shape

Merger into a newly formed LLC in the destination state (inbound: form a new NY LLC and merge the out-of-state LLC into it; outbound: form a new destination-state LLC and merge the NY LLC into it), under NY LLC Law Article X.

The enabling provision is NY LLC Law § 1001(b), certificate of merger under § 1003, at $60. The caveat that matters: the survivor is a newly formed entity, so its formation date is new, and whether the EIN carries across is an IRS question rather than a New York one. Contracts and liabilities pass by operation of law, which is the whole reason this beats dissolving.

You also need the other end to cooperate. If your destination is on the list below, you have a harder problem than New York.

The New York domestication article that does not exist

A published claim (midtownattorneycpa.com blog, title: ‘NEW YORK LLC DOMESTICATION PROCEDURES: NEW YORK LIMITED LIABILITY COMPANY LAW CHAPTER 34 ARTICLE 13 SECTION 1301’) cites LLC Law Article 13, S1301 as New York’s LLC domestication provision.

LLC Law § 1301 is the definitions section for foreign professional service limited liability companies. It is not a domestication procedure and it does not apply to an ordinary LLC changing states.

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.

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; the three routes are compared on how to move an LLC to another state.

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.