Thanks to its favorable business climate, tax advantages, and high quality of life, Florida has long been an attractive destination for entrepreneurs and established companies.
Are you considering moving a business to Florida? Several options are available to business owners, including business conversion, operating as a foreign entity, forming a new company, or merging with an existing corporation. Relocating a business to Florida can be complex, and consulting with an experienced attorney throughout this transition will ensure that you adhere to the applicable rules and regulations. Contact us to speak to a Florida business lawyer today!
Convert a Business to a Florida Entity
If you already have a business in another state and want to move it to Florida, you can convert it into a Florida entity. Conversion is changing a foreign (out-of-state) entity into a domestic one (one based in Florida). It is important to note that “conversion” and “domestication” are often used interchangeably, depending on your state. “Domestication” refers to an international business moving into the state, which can be a more complicated process.
Conversion allows you to maintain your current business structure, such as employer identification number (EIN), property rights, bank accounts, credit rating, and public records, while continuing daily operations without significant interruptions. To file for a Florida conversion, you must take the following steps.
Confirm Your State Will Recognize the Conversion
For conversion to be valid for corporations and limited liability companies (LLCs), your business’s home state must also allow conversion or domestication. Terms and definitions can complicate the process since every state behaves differently, and not all states allow conversion. Please note that your current state may also not recognize your conversion if your business is not in good standing due to delinquent annual report filings or other issues.
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Write a Plan of Conversion
A plan of conversion is a written document that formally approves the conversion process on behalf of your business. The plan should specify how the conversion will be carried out and how it will affect the business. Shareholders or members will need to vote to approve the conversion as per the state’s laws where the out-of-state business was initially formed.
File Articles of Conversion
In your Florida Articles of Conversion, you will need to include the following information:
- The name of the existing out-of-state business;
- The name and type of the new Florida business entity;
- The jurisdiction where the out-of-state business was initially formed;
- The effective date of the conversion;
- A statement of conversion indicating the out-of-state entity’s intention to convert into a Florida entity;
- The terms and conditions of the conversion, if any; and
- Signatures of authorized individuals (officers, shareholders, members, or managers).
In addition, you will need to include new Florida Articles of Incorporation when you file your Articles of Conversion. To file, you must submit the Articles of Conversion packet, including a cover letter and Articles of Incorporation, and pay the required filing fees to the Florida Division of Corporations either by mail or in-person delivery. Currently, you cannot file online.
Dissolve Original Corporation
Once you have converted your business to a Florida entity, you will need to dissolve your original business in its home state or jurisdiction.
Operate as a Foreign Entity
If you prefer to keep your business structure from another state, you can operate as a foreign entity in Florida. This means your business remains registered in its home state while conducting business activities in Florida. To act as a foreign entity, you must:
- Designate a Florida registered agent to handle the service of process;
- Identify a foreign corporation name and register the name;
- File the Application by Foreign Corporation for Authorization to Transact Business in Florida; and
- Submit a certificate of existence or good standing issued by your home state.
You must comply with the relevant laws in your home state and Florida when operating as a foreign entity.
Form a New Company
Another option is to start fresh by forming a new company in Florida. Depending on your business’s needs, you can choose from various business structures, such as an LLC, corporation, or partnership.
This process involves registering with the Florida Division of Corporations, obtaining necessary licenses and permits, and complying with state tax laws. Starting a new company provides a clean slate. However, it can also be a costly and time-consuming process.
Merge with an Existing Florida Corporation
If you’re looking to join forces with an existing Florida corporation, you can explore merging with them. Mergers involve a complex legal process, including negotiations, due diligence, and legal documentation. An attorney experienced in mergers and acquisitions can guide you through the process, ensuring a seamless transition and compliance with all legal requirements.
Contact an Attorney
Moving a business from out-of-state to Florida is a significant decision, and navigating the legal and regulatory landscape can be complicated. Here at BrewerLong, we have extensive experience helping small businesses through growth and change. Our attorneys specializing in business law can guide you through the complexities of relocating your business, ensuring a smooth transition and setting the stage for a prosperous future in Florida.Contact us today for your initial consultation.
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