In Part One of this two-part blog posting, I discussed whether you should change the state under which your business is organized when you move from one state to another. In this Part Two, I discuss how you can make such a business move if you decide to do so. The process varies by state. Some states streamline the process; other states require more effort.
Suppose you are a Maryland resident who operates an internet-based company organized as a Maryland LLC. You move to New York and decide to change your Maryland LLC into a New York LLC. Here are the steps involved:
Step One. Form a new New York LLC by filing Articles of Organization in New York. If the name of your company is not available in New York, you will need to choose a new name.
Step Two. Merge the existing Maryland LLC into the new New York LLC by filing Articles of Merger in New York under Section 1003 of the New York Limited Liability Company Law. The Articles of Merger should designate that the New York LLC is to be the surviving entity.
Step Three. File Articles of Merger with Maryland under Section 4A-701 of the Maryland Limited Liability Company Act. Indicating in your Articles of Merger that the New York LLC will be the surviving entity is sufficient for the Maryland LLC to be dissolved upon completion of the merger. You do not need to file Articles of Dissolution in Maryland.