Merge LLCs (statutory merger) (2026)

A statutory LLC merger is a state-law combination under a plan of merger plus the SOS (or Division of Corporations) filing your state publishes — often articles of merger or a certificate of merger — so one entity survives (or a new survivor is created) and the other parties cease as separate filing entities. It is not an LLC→corporation entity-type conversion, not a home-state domestication, not a private membership-interest sale, and not a standalone dissolve. Short path: confirm both statutes + OAs → authorize and adopt the plan → file articles/certificate of merger (and any new-survivor formation docs) on the official paths → sync tax, EIN, banks, contracts, licenses, and foreign qualifications.

Neighbor desks: Convert an LLC to a corporation · Domesticate an LLC to another state · Series LLC · Close an LLC vs sell membership · Transfer LLC ownership · Buy-sell agreement for an LLC · Dissolve or cancel an LLC · Amend an LLC operating agreement · Certificate of good standing · Foreign qualification for an LLC · Get an EIN · After you form an LLC.

Short version for 2026: confirm both statutes + OAs → authorize and adopt the plan of merger → file articles/certificate of merger (and any new-survivor formation docs) on the official paths → sync tax, EIN, banks, contracts, licenses, and foreign qualifications. Texas publishes Form 622 combination certificates of merger; Florida publishes a Certificate of Merger for Florida LLC under Fla. Stat. § 605.1025 (statute title still “Articles of merger”); Delaware § 18-209 uses certificate of merger or consolidation. Confirm instruments and fees on the official portals — not from a shop invoice alone. Formation Lane invents no 50-state fee or eligibility table.

What is a statutory LLC merger?

A statutory merger is a state-law combination of two or more entities under a plan of merger plus the SOS filing your state publishes — often articles or certificate of merger. Usually one entity survives (or a new survivor is created) and the others cease as separate filing entities. Confirm the live form and statute on each official portal.

Four desk steps to map a statutory LLC merger:

1. Confirm merger is the right desk and both sides allow it. Read each party’s formation-state merger statute and live SOS merger forms. Confirm the operating agreements allow the authorization path and identify survivor vs cease parties. If the real goal is entity-type change, home-state change, ownership sale, or wind-down, use those desks instead of inventing a merger from a blog.
2. Authorize under each OA and statute; adopt the plan of merger. Obtain the member / manager approvals each OA and statute require. Adopt a written plan of merger (or the alternative statements some SOS forms allow). Tax, creditor, appraisal-rights, and contract consequences are attorney / CPA work before you pay filing fees.
3. File articles/certificate of merger on the official paths. File the published merger instrument in each jurisdiction that requires it, attach any required plan or alternative statements, include new-survivor articles/certificate of formation when the plan creates a new entity, and satisfy any tax-clearance or franchise-tax statement gates. Pay only published portal fees. Keep every file-stamped acceptance.
4. Confirm public records and sync related desks. Refresh official business searches until the survivor shows and non-survivors show merged / terminated as the statute provides. Update banks, licenses, contracts, open foreign qualifications, EIN/responsible-party facts when IRS rules require it, and the surviving entity’s operating agreement / governance packet.

Desks for the steps: entity-type change — convert LLC→corp; home-state move — domesticate; ownership sale without combining entities — transfer ownership · close vs sell; wind-down alone — dissolve; internal series structure (not a merger) — series LLC.

Is a merger the same as selling membership, dissolving, converting, or domesticating?

Usually no. Selling or assigning membership is a private ownership transfer under the operating agreement — the LLC typically continues. Dissolution winds one LLC down. Conversion changes entity type; domestication changes home state. A statutory merger is the public-record combination where non-survivors cease by merger. Neighbor desks: Transfer LLC ownership · Close vs sell · Dissolve.

Completing one desk does not finish the others. A membership assignment does not file a certificate of merger. Domestication does not combine two companies. An LLC→corp conversion is not “merge two LLCs.” Match the live SOS instructions before you pay. Planning contract for future exits (not the merger filing itself): Buy-sell agreement for an LLC.

What filings usually show up for an LLC merger?

Typical pattern (names vary): member/manager authorization under each operating agreement and statute; a written plan of merger (or alternative statements some SOS forms allow); articles/certificate of merger filed with each jurisdiction that requires it; destination articles when a new survivor is created; and any tax-clearance or franchise-tax statement a portal gates on. Confirm live instructions and fees before you pay.

Start on each party’s official business-entities merger path (and any foreign jurisdiction that requires a filing or effect statement). Examples of public starting pages (confirm current forms and fees at filing time):

• Florida Sunbiz — LLC forms index (Certificate of Merger for Florida LLC) · Fla. Stat. § 605.1025 · LLC fee schedule (published Certificate of Merger line: $25 per party — confirm at filing)
• Texas SOS — Form 622 instructions (Certificate of Merger—Combination Merger) · Mergers and Conversions FAQs · Fee schedule (Form 806) (published certificate of merger: $300 plus formation fee for each newly created Texas filing entity — confirm at filing)
• Delaware Code — Title 6, Chapter 18, Subchapter II (§ 18-209 Merger and consolidation) (match the section to your facts; Delaware’s published paths are not a universal interstate checkbox)
• Other state pairs: open each state’s SOS business-filings index and look for articles of merger, certificate of merger, or plan-of-merger filings — not ordinary articles of organization alone, not a foreign-qualification application when the real goal is combination, and not a dissolve form when a survivor is supposed to continue.

This page does not invent a national merger-fee list. If the real goal is only changing who owns one continuing LLC, start at Transfer LLC ownership.

What happens to the surviving entity, members, and contracts?

By statute, assets and liabilities of the non-surviving parties typically vest in the surviving entity (or new survivor) when the merger becomes effective — confirm your state’s effect language. Membership interests convert under the plan. Contracts may still need counterparty consents where anti-assignment or change-of-control clauses apply. Update the survivor’s operating agreement and public agent record when they change.

• Standing / tax clearance — some portals want a recent certificate of status or a franchise-tax clearance / assumption statement: Certificate of good standing · Bring an LLC into good standing.
• Survivor registered agent — in-state street address and consent when the survivor’s public record changes: Registered agent basics · Change registered agent.
• Open foreign qualifications — after non-survivors cease, review CoAs still on file; withdraw ones that no longer fit: Close foreign qualification.
• Governance sync — surviving OA, member schedules, and consent records: Amend an LLC operating agreement · OA vs articles.
• Internal series (different desk) — a series LLC is not a statutory merger of separate filing entities; do not invent series liability outcomes from this page.

Texas Form 622 expects either the plan of merger or the Alternative Statements section, plus Comptroller Form 05-305 for each non-surviving party (or the alternative franchise-tax liability statement). Florida’s published fee line lists $25 per LLC party. Confirm both at filing.

Do I need a new EIN, bank KYC, or license updates after an LLC merger?

Often the SOS stamp alone does not finish banks, licenses, contracts, foreign qualifications, or federal/state tax desks. Whether a new EIN is required is an IRS / CPA question on current “when to get a new EIN” rules for mergers — do not invent a rule from this page. Map: Get an EIN · Business checking · Business license.

• Banks / KYC — SOS acceptance does not automatically rewrite every account: Business checking.
• Licenses and sales-tax — re-paper or cancel under the old and survivor names as facts require: Business license · Sales tax permit.
• EIN / responsible party — revisit only when current IRS rules say you must: Get an EIN · Change EIN responsible party · IRS When to get a new EIN.
• Tax classification / S election — separate federal desks when membership counts or elections change: Form 8832 · Form 2553.

Save every file-stamped merger packet with the plan of merger, operating agreements, EIN letters, and prior articles. Refresh each official business search. Hand the survivor evidence to banks, payment platforms, landlords, and license agencies. Keep running the survivor’s annual report calendar, and close any leftover renewals that applied only to non-survivors. First-month stack when the company is still new: After you form an LLC.

Merge LLCs FAQ

What is a statutory LLC merger?

A statutory merger is a state-law combination of two or more entities under a plan of merger plus the SOS filing your state publishes — often articles or certificate of merger. Usually one entity survives (or a new survivor is created) and the others cease as separate filing entities. Confirm the live form and statute on each official portal.

Is a merger the same as selling membership, dissolving, converting, or domesticating?

Usually no. Selling or assigning membership is a private ownership transfer under the operating agreement — the LLC typically continues. Dissolution winds one LLC down. Conversion changes entity type; domestication changes home state. A statutory merger is the public-record combination where non-survivors cease by merger. Neighbor desks: Transfer LLC ownership · Close vs sell · Dissolve.

What filings usually show up for an LLC merger?

Typical pattern (names vary): member/manager authorization under each operating agreement and statute; a written plan of merger (or alternative statements some SOS forms allow); articles/certificate of merger filed with each jurisdiction that requires it; destination articles when a new survivor is created; and any tax-clearance or franchise-tax statement a portal gates on. Confirm live instructions and fees before you pay.

What happens to the surviving entity, members, and contracts?

By statute, assets and liabilities of the non-surviving parties typically vest in the surviving entity (or new survivor) when the merger becomes effective — confirm your state’s effect language. Membership interests convert under the plan. Contracts may still need counterparty consents where anti-assignment or change-of-control clauses apply. Update the survivor’s operating agreement and public agent record when they change.

Do I need a new EIN, bank KYC, or license updates after an LLC merger?

Often the SOS stamp alone does not finish banks, licenses, contracts, foreign qualifications, or federal/state tax desks. Whether a new EIN is required is an IRS / CPA question on current “when to get a new EIN” rules for mergers — do not invent a rule from this page. Map: Get an EIN · Business checking · Business license.

Is merging LLCs the same as converting an LLC to a corporation?

No. An LLC→corporation conversion is an entity-type change (LLC becomes a corp). A merger combines entities so one survives (or a new survivor is formed) and others terminate by merger. Some conversion stacks use a merger-shaped path when the state lacks a simple conversion checkbox — that is still a different desk from combining two LLCs that both stay LLCs. Entity-type map: Convert an LLC to a corporation.

Is a merger the same as domesticating an LLC to another state?

No. Domestication / redomestication (or cross-jurisdiction conversion into a domestic LLC) changes the LLC’s home state of formation while continuing as the same entity under the destination state’s law. A merger combines multiple parties. Jurisdiction-move map: Domesticate an LLC to another state.

Can two LLCs from different states merge?

Often yes when both jurisdictions’ statutes and each entity’s governing documents allow the transaction — commonly with filings (or effect statements) in more than one state. Interstate mergers are counsel-heavy: name availability for any survivor, registered-agent requirements, tax clearance, foreign qualifications left open elsewhere, and contract assignment / anti-assignment clauses all matter. Formation Lane does not invent a 50-state eligibility matrix.

Is this page a merger agreement template or tax advice?

No. Formation Lane publishes a process map: which desks usually move for a statutory LLC merger. Drafting the plan of merger, appraisal-rights analysis, securities questions, and tax consequences (including entity classification shifts when membership counts change) belong to counsel and a CPA who can see your facts. Formation Lane does not file mergers or prepare tax forms for anyone.

What this page does not cover

• Invented eligibility matrices, fee schedules, turnaround times, or a fabricated list of which state pairs allow LLC mergers — use each official portal.
• Entity-type conversion (LLC → corporation) — Convert an LLC to a corporation.
• Home-state change while remaining an LLC — Domesticate an LLC to another state.
• Series LLC internal structure (not a statutory merger of separate filing entities) — Series LLC.
• Private membership transfers, buy-sell planning, or close-vs-sell framing — Transfer LLC ownership · Buy-sell agreement · Close vs sell membership.
• Dissolving one LLC without a statutory survivor combination — Dissolve or cancel.
• Drafting plans of merger, appraisal-rights notices, or securities analysis — counsel when the stakes are real.
• Filing or paying for you, or acting as anyone’s lawyer or CPA. Formation Lane is a publisher only.