Deliver Your Enterprise to Florida – Enterprise Law Authorized Blogs Posted by Roy D. Oppenheim

Bring Your Business to Florida: If you are moving to Florida, don’t forget to bring your business with you

July 23, 2021 at 9:27 am | The original version of this story was published in the Daily Business Review

Over the past year we have seen an acceleration in the arrival of large and small businesses in Florida. The reasons for this shift are often the economy and the physical climate. Perhaps the most important reason for business relocation to Florida, however, is to lower taxes.

The question is: Can a foreign business owner literally and legally relocate the “domicile” and location of his business to Florida? And if so, how?

Since not all states allow the relocation of an LLC, this article describes how to “convert” a California limited company (the California LLC) into a Florida limited company (the Florida LLC), which is known as an LLC Transformation is called.

The LLC conversion is a purely hypothetical transaction and is presented for illustrative purposes only. Every conversion is different in each state, so it is important to have a corporate advisor to guide you through the conversion process, as well as the legal ramifications and potential tax implications of the conversion. Only 17 states allow such conversion and most states describe the process as redomestication or redomestication. However, Florida only classifies these transactions as conversions.

What is a conversion?

“Conversion” is the process by which a company changes its seat from one state to another and relocates to the new state. The converted company will then be subject to the laws of its new domicile as if it had been incorporated in that state from the start.

Florida law allows a California LLC to become resident by conversion, making it Florida law.

Conversion step 1: Do both the old and the new GmbH domicile permit conversion?

One of the major caveats about conversion is that availability varies from state to state and by type of business. Many states allow some companies to convert under certain conditions. Other states completely prohibit conversion for all businesses, regardless of the type.

In general, there are two basic considerations that need to be clarified in order to complete an LLC conversion: Does the state in which your business was originally incorporated allow a company to convert to another domicile? does the destination country allow a conversion? If the answer to any of these questions is no, the move is off the table and the parties must implement a backup plan.

The Florida Revised Limited Liability Company Act (FL LLC Act) and the California Revised Uniform Limited Liability Company Act (CA LLC Act) allow conversion and have been in existence for eight years.

Section 605.1041 (3) of the FL LLC Act allows an LLC of another state to convert into a Florida LLC if the law of the other state permits the conversion. Section 17710.02 (a) of the California LLC Act permits conversions and the relocation of CA LLCs to other states if certain conditions are met, one of which is that the law of new residence permits the conversion.

Many states, including New York, do not allow a company to leave its state seat just to move to another location. A New York Limited Partnership can be converted into a New York LLC and a New York LLC can be converted into a New York Corporation. However, no New York LLC can move from New York to another state. In these circumstances, the company may either remain in that state and register as an overseas corporation operating in Florida, or dissolve and re-establish or merge into a Florida company in Florida.

Rebuilding step 2: Create a rebuild plan

California and Florida each require different documents for the LLC conversion, but share a common, must-have document: the conversion plan.

Specifically, both Sections 17710.03 (a) and 17710.06 of the CA LLC Act require that the converting CA LLC adopt and demonstrate a schedule of conversion that contains certain information set out in the articles of association. Florida’s “mandate” for a conversion plan is also clear in Section 605.1042 (1) of the Florida LLC Act. Florida’s LLC Act lists the specific content required for the Action Plan.

Section 605.1041 (3) of the Florida LLC Act – which authorizes the LLC conversion in the first place – requires the converting LLC to comply with certain provisions of the Florida LLC Act that apply to “foreign companies”. The Florida LLC Act defines a foreign company as “a [United States] legal entity whose founding court is a state other than that state and known as a limited liability company. ”Because CA LLC was incorporated in California, it is a foreign corporation for the purposes of the law. Florida distinguishes a “foreign corporation” from a non-US corporation that is subject to domestication rather than conversion.

Each conversion plan is a private, in-house document and can be subject to a subpoena. The plan should not be submitted (nor otherwise made publicly available). To avoid duplication of effort, the LLC can create a single, comprehensive conversion plan that meets both Florida and California requirements.

Conversion step 3: prepare and store conversion items; Formalities for the conversion of LLC

After all members of California LLC have approved and signed the Conversion Plan, they must prepare and submit the “Other Business Entities” Conversion Articles to Florida Limited Company “(Conversion Charter) to the Florida State Department. The Florida Conversion Articles contain the Articles of Association of the new Florida LLC. As a result, some Florida LLC details need to be determined in advance, such as: B. The identities and addresses of the managers of Florida LLC and its authorized members. Each member of any LLC must sign the conversion plan for that LLC and the member’s unanimous consent to approve the conversion and conversion plan. The conversion statutes, including the statutes, are publicly deposited and available. The attorney should review and edit all confidential information contained in the conversion statutes prior to public filing.

Conversion step 4: Prepare and submit the conversion certificate

Finally, upon completion of the Florida conversion, California LLC must file a “Certificate of Conversion” under the CA LLC Act with the California Secretary of State. This form can be accessed at:

Benefits of Conversion

The conversion will allow the “new” Florida LLC to maintain, maintain, and use the same bank accounts, established federal tax identification number and form, credit history, and previous business relationships as California LLC.

In fact, a business owner can decline to get a new federal tax ID number and avoid starting a new Florida business and then merging an old business into a new Florida business with a different federal tax ID number. Conversions avoid having to re-qualify as a seller and obtain a new seller number as the “new” Florida LLC will retain its original federal tax identification number.

The other benefits and legal consequences of the LLC conversion are codified in Section 605.1046 of the Florida Bylaws, including:

  • Converting a California LLC to a Florida LLC is a seamless process. Upon conversion, Florida LLC will be governed by Florida law without any interruption in business or the existence of Florida LLC. Florida LLC is still the same as California LLC; only the law applicable to the LLC changes.
  • California LLC’s property and assets will remain the LLC’s property and assets after the conversion. All California LLC property continues to be owned by Florida LLC.
  • No deeds or other documents are required to transfer ownership from California LLC to Florida LLC or vice versa.
  • California LLC’s debts remain Florida LLC’s debts. All of California LLC’s debts, obligations and other liabilities remain as Florida LLC’s debts, liabilities and other liabilities.
  • Florida LLC owes what it owed prior to the conversion, and California LLC creditors have the same rights to Florida LLC as they did before the conversion.
  • The powers of the California LLC are the powers of Florida LLC. Unless the Conversion Scheme provides otherwise, the rights, privileges, immunities, powers, and purposes of California LLC remain with Florida LLC.
  • Members of California LLC remain members of Florida LLC. Upon completion of the conversion, each member’s membership and percentage of California LLC will automatically convert to a corresponding membership and percentage of Florida LLC.
  • Florida LLC replaces California LLC in legal proceedings. The name of Florida LLC may be replaced with the name of California LLC in any pending litigation or proceeding.
  • Florida LLC administrative documents become effective. Florida LLC’s Organic Rules – essentially the Articles of Association and Company Agreement – remain in full force and effect without modification.
  • Taken together, these changes allow Florida LLC to make material legal changes without disrupting day-to-day business.
  • Florida LLC’s business plan is reasonably necessary to protect the business and commercial rights of Florida LLC and that of its members.
  • Conversion does not require California LLC to dissolve its businesses and does not constitute or result in dissolution of California LLC.
  • Compared to forming a new LLC and winding up the old LLC, LLC conversion provides a smoother process that minimizes disruption to the LLC’s business operations.
  • So if you decide to move to Florida and own an LLC elsewhere, determine if your current state allows for a Florida conversion so you can take advantage of the physical and overall favorable business climate.

    If you have any questions in the meantime, please contact us at 954-384-6114 or send us an email at [email protected]

    Oppenheimer Law | Real estate and business lawyers
    701 Brickell Avenue Suite 1550
    Miami, FL 33131

    Roy Oppenheim of Oppenheim Law has represented corporate and commercial real estate clients in South Florida for over three decades. A graduate of Princeton University and Northwestern University Pritzker School of Law, Roy is a member of the Florida and New York Bar Associations, authored numerous legal review articles, and founded

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