How a Lawyer Can Help Domesticate or Convert a Louisiana LLC to a Florida LLC

Relocating, Domiciling, Transferring, or Converting a Louisiana LLC to a Florida LLC

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

• Domicile a Louisiana Limited Liability Company (LLC) to Florida;
• Maintain the same EIN and identity of the LLC;
• Enjoy tax benefits provided to Florida residents.

Entities:

• Louisiana Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Louisiana Allow LLCs to Move Out of State?
• Is My Louisiana Entity Dissolved?
• Do I Need To Get a New EIN if I Domesticate My Company to Florida?
• How Does FL Patel Law PLLC Convert My Louisiana LLC to a Florida LLC?
• How Long Does It Take To Complete a Domestication or Conversion to the State of Florida?
• What Are the Costs Involved in Domesticating My Louisiana LLC to the State of Florida?
• What Are Some of the Risks Associated With a Conversion Gone Wrong?
• Increase Your Chances of a Successful Conversion
• What Are the Benefits of Converting My Louisiana LLC to a Florida LLC?
• What Are the Tax Implications of Converting My Louisiana LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Louisiana LLC to a Florida LLC?

Florida has almost countless benefits and attractions to offer business owners looking to give their operations a new home. In addition to having no state income tax, our state has many other pro-business policies that could be advantageous for those who relocate here from out of state. This kind of move can be done by using a type of corporate transaction known as statutory conversion.

Converting a Louisiana LLC to a Florida LLC is a challenging project, especially if you don’t have an attorney’s help handling the move’s legal complexities. FL Patel Law PLLC’s guidance can make all the difference and help ensure a seamless transition. Our firm has successfully reorganized over 140 businesses into Florida entities, providing us with the necessary insight to prepare them for success in their new state.

This page will tell you more about our firm’s process for converting a Louisiana LLC to a Florida LLC as well as some of the ways that our legal team can make this transition less stressful and more secure for you and your fellow members. It also has some dire warnings about the risks involved with this project and what we can do to help prevent those issues from ever arising in the first place.

Louisiana and Florida each have their own strict requirements for converting an LLC, and deviating from those requirements can have painful consequences. Depending on what goes wrong, you might even liquidate your business. Our firm guides our clients through each step while diligently minimizing delays and complications while also ensuring legal and tax compliance. Read more below on the risks associated with not doing a conversion properly.

Statutory conversion is a method for changing an LLC’s state of organization while preserving the rest of the business’s identity.

This process is known as “domestication,” “conversion,” or “transfer” when the entity is converting to a different state. These terms are often used interchangeably.

Conversion provides many advantages for relocating a business to a new state. It’s a far less disruptive alternative to dissolving the original company and restarting from scratch, too, and helps the company hold onto important relationships, contracts, and licenses. Another convenience of converting a Louisiana LLC to a Florida LLC is that the original company’s rights, assets, privileges, and liabilities will automatically transfer over to the converted entity.

After converting from a Louisiana LLC to a Florida LLC, the company will be governed by the Florida Revised Limited Liability Company Act. However, the Louisiana Revised Statutes might also apply to the business if it has a nexus or foreign qualification in its original state. Talk to our attorney about this during your time together.

Louisiana allows LLCs to convert into Florida LLCs under La. Stat. Ann. § 12:1308.3 of the Louisiana Revised Statutes. Corporations, on the other hand, should pursue domestication instead.

No, your Louisiana LLC will not be dissolved at any point during the conversion process. The resulting Florida entity is still legally considered to be the same business that existed in Louisiana, just with a new domicile. Ignore any so-called “instructions” stating otherwise, as they are incorrect. Dissolution will only lead to liquidation – it is not a part of relocating a business from one state to another with its corporate identity intact.

This is handled by the Internal Revenue Service (IRS) on a case-by-case basis. However, they typically allow converting entities to keep using their initial EIN as long as there are no interruptions to the business’s continuity while it converts from a Louisiana LLC to a Florida LLC. This is essential to retaining access to your original EIN. An attorney’s guidance can go a long way to ensuring that this and other things integral to your business operations are carried over during your company’s move.

Regardless of the specific steps required by each state, there are some steps in the conversion process that all companies must adhere to. Below is a general overview of how we can help clients change their Louisiana LLC to a Florida LLC. It is not instructions for doing so, nor is it advice for relocating your business in general. Please schedule a consultation with our attorney for your guidance related to your company’s unique circumstances.

Before starting on any documents, we first conduct an initial review of the client’s LLC to confirm that conversion is a viable option for them. This assessment also gives us the information and insight that we need to create a plan for transitioning the company from a Louisiana LLC to a Florida LLC that proactively avoids potential risks to the client and their company.

We provide comprehensive support throughout the conversion process that includes:

• Drafting the Plan of Conversion and other required documents
• Ensuring compliance with the laws and other legal requirements in both states
• Filing the necessary documents with Louisiana and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Louisiana LLC to a Florida LLC
• An exit consultation to address final concerns and questions

Our firm’s experience with conversion and domestication projects means that we can complete your relocation in about two to three months, which is the fastest possible timeline for this type of transition. This speed is all thanks to the combined expertise of our legal team and our collective dedication to diligence and quality results.

While we expedite filings whenever possible, much of this time is spent waiting for state agencies to process our paperwork. Both Louisiana and Florida will likely need several weeks each, even in ideal circumstances, so mistakes can lead to serious delays. Working with an attorney is a key part to staying on schedule when converting a Louisiana LLC to a Florida LLC.

Every state sets their own different filing fee for conversions and domestications. Louisiana charges $100.00 and Florida charges $155.00. This comes to a total of $255.00 in filing fees alone. Remember that this total will only grow higher if you need to correct any mistakes, as not every state offers refunds for these filings. There will likely be other costs as well when converting a Louisiana LLC to a Florida LLC.

The flat fees that our firm provides for conversions and domestications allow our clients to move forward without worrying about unexpected costs breaking their budget. This flat fee is based on the complexities of the move and the unique needs of the client’s business. Schedule an initial consultation with our attorney to review your project and get a quote.

Although an attorney-managed conversion can make things a lot easier on an LLC’s members, a conversion that fails due to a lack of legal guidance can cause a lot of trouble for everyone involved. A lawyer is one of the best allies that you could hope for when it comes to avoiding mistakes and other problems when converting a Louisiana LLC to a Florida LLC.

Some of the more common risks of attempting a transaction like this without an attorney’s oversight include:

• Noncompliance with state laws
• Revocation of the LLC’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of business continuity
• Loss of limited liability protection
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – Depending on the LLC’s tax structure, its members could end up paying income taxes on appreciated assets if they make any errors during the conversion process. For instance, if an asset that was worth $100,000 at the company’s founding is now worth $1 million, and the company is mistakenly dissolved or liquidated, then the members could be taxed on the gained value.
• Title of Asset Issues – Another benefit of converting a Louisiana LLC to a Florida LLC is that asset titles will automatically transfer over to the domesticated entity – that is, assuming the conversion process was handled correctly. This can make it difficult to prove ownership of those assets, which can cause major headaches when trying to sell a company, among other problems.

These are only some of the risks to you and your business that could result from a defective conversion.

With over 140 business conversions and domestications to our credit, our firm’s proven track record means that you can rest easier knowing that your interests are in safe hands when we’re the ones in charge of converting your Louisiana LLC to a Florida LLC.

There’s no guarantee that your LLC will make it to Florida intact if you try to do this alone. Hiring our firm is the best way to ensure that everything runs smoothly when converting a Louisiana LLC to a Florida LLC.

1. You will not need to file with the State of Louisiana again after converting to a Florida entity if your relocation removes your company’s nexus, or taxable connection, in that state.

2. Converting a Louisiana LLC to a Florida LLC allows you to collaborate with professional accountants, attorneys, or service providers that know and live Florida LLC and business law.

3. Statutory conversion enables a seamless transition from Louisiana to Florida that won’t interfere with your ability to do business.

4. Your original formation documents will be automatically replaced by Florida Articles of Organization. All LLC powers remain LLC powers, along with rights, benefits, exemptions, privileges, and principles.

5. Membership interest will stay the same for all members after converting a Louisiana LLC to a Florida LLC. Real estate and other property rights will also transfer to the Florida LLC after conversion. However, make note that any liabilities of the LLC will remain unaffected by the Florida conversion, as will any pending lawsuits. Any pending legal procedures or actions will be substituted with the name of the Florida LLC.

6. The members don’t need to live in Florida after converting a Louisiana LLC to a Florida LLC.

7. After relocating your company to Florida, you will no longer be required to have a taxable connection (nexus) with Louisiana. This could lower the burden of state income taxes and/or other taxes that your company was responsible for back in Louisiana. Check with your tax professional for more guidance on taxes, as the exact implications will vary from business to business.

8. Converting your company won’t change its original EIN, only its domicile. The LLC continues to exist and report taxes as it always did.

9. Converting a Louisiana LLC to a Florida LLC allows the business to continue using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts. Depending on the size and complexity of the business, careful planning should be undertaken before engaging in domestication or conversion.

A move as big as converting a Louisiana LLC to a Florida LLC can come with some significant tax implications. Our firm can only give general information in this area, and because the specifics will vary from business to business, consulting with your tax professional is an essential part of preparing for your relocation. Some common issues to consider talking to them about include:

• State Income Tax: As mentioned above, Florida’s lack of a state income tax is one of its most popular features, especially among business owners. This won’t impact what your company pays in federal taxes, but it is one area where your company could experience relief from its previous tax responsibilities by converting from a Louisiana LLC to a Florida LLC.

• Franchise Tax: Franchise tax is a second area where your company could save by converting from a Louisiana LLC to a Florida LLC. That’s because Florida, unlike Louisiana, has no franchise tax for LLCs. The LLC will need to close its account with the Louisiana Department of Revenue and file final returns if required.

• Nexus: If your company still has a nexus in Louisiana, then it will still fall under that state’s tax laws even after converting from a Louisiana LLC to a Florida LLC. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a given state.

Finally, our corporate attorney will sit down for a consultation to address any remaining questions or concerns. During this meeting, they will also receive a post-conversion checklist and instructions to help them adapt to their new responsibilities as Florida business owners. Remember that, as a corporate law firm, we offer a suite of services to support our clients that could prove useful, if not necessary, to running a business in Florida.

Don’t risk the future of your business by trying to manage your own conversion. Trusting your project to our corporate law attorney can give you more time and energy to focus on running your business while we tackle the paperwork and legal complexities. Schedule with us now and get started.

Are you ready to leave the bayou behind and give your Louisiana LLC a beautiful new home in Florida? Don’t risk breaking your business’s stride– get assistance from an experienced business conversion attorney by calling (727) 279-5037 or by scheduling time through our online calendar.

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