How to Convert or Domesticate a Nebraska Corporation to Florida

Relocate, Transfer, Convert, or Domesticate a Nebraska Corporation to Florida

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

• Domicile a Nebraska Corporation to Florida;
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• Nebraska Corporations

Table of Contents

• What is a Domestication, Conversion, or Transfer?
• Can Nebraska C or S Corporations Move to Another State?
• Will This Dissolve My Nebraska C or S Corporation?
• Do I Need to Get a New EIN After Domesticating My C or S Corporation to Florida?
• How Can FL Patel Law PLLC Help Domesticate a Nebraska Corporation to Florida?
• How Long Will It Take for FL Patel Law PLLC to Domesticate a Nebraska C or S Corporation?
• How Much Does it Cost to Domesticate a Nebraska Corporation to Florida?
• What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?
• Make Your Domestication More Convenient and Secure with FL Patel Law PLLC
• What Are the Benefits of Domesticating a Nebraska C or S Corporation to Florida?
• What Tax Implications Can I Expect if I Domesticate a Nebraska Corporation to Florida?
• Should I Hire FL Patel Law PLLC to Domesticate My Nebraska C or S Corporation?

With no state income tax and many other pro-business policies on the books, it’s easy to see why so many companies are relocating to Florida to take advantage of all that our state has to offer. The good news is that it’s possible to move qualifying corporations to Florida without giving up its identity or interrupting its continuity thanks to a legal process known as “domestication.”

Don’t underestimate the challenges that you could face if you try to domesticate a Nebraska corporation to Florida without legal guidance. FL Patel Law PLLC’s experience can be an invaluable asset when it comes to preventing delays and even more serious problems. Our firm has successfully reorganized over 140 businesses into Florida entities, which is why you can trust us to have the knowledge and expertise needed to manage your relocation.

This Insight article will go over our corporate law firm’s strategy for relocating a business from one state to another and explain how working with us can save you time and money, too. As you keep reading, you’ll also learn about some of the risks that you and your company could be exposed to if you try to domesticate a Nebraska corporation to Florida alone.

There are many ways for things to go wrong when you try to domesticate a Nebraska corporation to Florida without legal assistance. Depending on what goes wrong, you might even accidentally liquidate your Nebraska corporation. Our firm will help you safely navigate each stage of the process, and can apply our knowledge to everything from helping keep your company in compliance to protecting its corporate identity, and much more.

Domestication is a legal process that can be used to change a Nebraska corporation into a Florida corporation.

This transition is also commonly known as a “conversion” or “transfer” when the company is moved to a new state. These terms can often be used interchangeably.

Domesticating a corporation from one state to another allows it to change its formation state without dissolving the company and starting over from scratch. By preserving the entity’s corporate identity and continuity, this process ensures that the Nebraska corporation’s contracts, licenses, rights, assets, privileges, and liabilities will carry over to the domesticated Florida corporation.

After you domesticate a Nebraska corporation to Florida, the entity will be governed by the Florida Business Corporation Act (FBCA). You should be aware, however, that the Nebraska Model Business Corporation Act (NMBCA) could continue to apply if your business has a foreign qualification or nexus in Nebraska after relocating. This is something that you’ll want to talk to our attorney about during your initial consultation.

You can doemsticate a Nebraska corporation to Florida according to Section 21-2,127 of the Nebraska Revised Statutes Annotated. A similar process known as “statutory conversion” can be used to change a Nebraska LLC into a Florida LLC.

One of the main advantages of using domestication to move a corporation from one state to another is that your original entity won’t be dissolved unless mistakes are made because the project lacked an attorney’s oversight. Dissolution isn’t required to domesticate a Nebraska corporation to Florida, either, despite what some non-attorney sources might claim online.

While this is ultimately determined by the Internal Revenue Service (IRS) on a case-by-case basis, working with an experienced lawyer to domesticate a Nebraska corporation to Florida can help your company secure the continued use of its original EIN. To keep the same EIN, the IRS must consider the business to be the same entity both before and after its domestication. This requires protecting its continuity at all costs, among other factors.

Every domestication project requires a unique approach because of the different laws in each state and the business’s own specific needs. Our corporate law firm has developed a refined process for tackling the common elements of domesticating a company, which you can review below. However, these are not instructions for how to domesticate a Nebraska corporation to Florida. For that kind of hands-on legal guidance, schedule your initial consultation with us now.

First, we hold our initial consultation with the client and review their business to ensure its eligibility. This stage also gives us the information we need for the company’s Plan of Domestication. We then apply this added level of insight and expertise to help the company avoid problems that could derail its relocation altogether.

Choosing our law firm to domesticate a Nebraska corporation to Florida means that we can support your company’s relocation in the following ways:

• Drafting all documents required to domesticate a Nebraska corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Nebraska and Florida;
• Handling all filings and correspondence with Nebraska and Florida state agencies;
• Updating the C or S corporation’s bylaws and other corporate documents to reflect its domestication to Florida; and
• A comprehensive consultation at the end of the project where our corporate lawyer will answer any questions you have left about your company’s relocation.

Our legal team’s experience with corporate domestications means that we can relocate your company to Florida as quickly as possible. For most entities, this will work out to about two or three months, although larger businesses with significant assets could require more time.

State agencies in Nebraska and Florida will each need a minimum of several weeks to process your corporation’s paperwork. One thing to remember here is that even small mistakes with your paperwork can lead to painful delays with your company’s move. Teaming up with an attorney to manage your domestication, however, can help prevent these types of errors and problems from impacting your business.

Some of the first expenses that you’ll need to plan for when you domesticate a Nebraska corporation to Florida will be the filing fees required by each state. Florida charges $128.75 and Nebraska charges $100.00, so you should expect to pay at least $228.75 to have your documents processed. In addition to any other costs, beware that mistakes will only increase the cost of your company’s move if they lead to legal issues or require repeated filings.

Our corporate law firm provides flat fees for clients relocating to Florida from states like Nebraska. These flat fees are based on the specific needs of that particular move, so schedule your initial consultation now to get your quote to domesticate a Nebraska corporation to Florida. In addition to preventing unexpected expenses, these flat fees also help keep the company’s relocation under budget and can ultimately lower costs.

Safely moving a company across state lines can be a daunting task when considering its legal implications and the dangers posed to your corporation during its relocation. Adding a lawyer to your team is the best way to make sure that you’re equipped with everything you need to successfully domesticate a Nebraska corporation to Florida.

Moving forward with your company’s domestication without an attorney’s help could expose you and your corporation to dangers that include:

• Noncompliance with state laws
• Revocation of the Nebraska corporation’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of continuity
• Piercing the corporate veil
• Loss of liability protections
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – The gained value of your company’s appreciated assets could pass on to its shareholders if you make a mistake when domesticating it to Florida. In other words, if something that was valued at $500,000 when the business was incorporated is now valued at $5,000,000, then you and your fellow business owners could be responsible for that increase.
• Title of Asset Problems – Without us around to make sure that everything is done correctly, then your company’s asset titles might not automatically transfer over to your Florida entity. If that happens, it can be difficult or even impossible to prove that your C or S corporation owns those assets. In addition to other problems, this can be a major roadblock if you ever try to sell your business.

This list may seem long, but it’s not a comprehensive accounting of the dangers faced by companies that domesticate from one state to another without a lawyer around to make sure everything is executed properly.

FL Patel Law PLLC has helped bring over 140 companies to Florida with their corporate identities intact. A track record of this caliber means that we know how to domesticate a Nebraska corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

There’s no guarantee of success if you try to domesticate a Nebraska corporation to Florida without a lawyer’s aid. This isn’t just a matter of convenience. While an attorney can make this process much easier for you, they’re also a vital part of protecting your entity’s continuity during its move from state to state.

1. Domestication can remove your business’s nexus (taxable connection) in its original state of incorporation. If this is the case for your company, then you won’t need to worry about filing with the State of Nebraska after its relocation to Florida.

2. As a Florida business owner yourself, you can easily network with Florida professional accountants, attorneys, and other service providers.

3. Another reason we like to recommend domestication to our corporate clients is that it facilitates a smooth transition to Florida without interruptions or delays.

4. Florida Articles of Incorporation will seamlessly replace your business’s original formation documents, which lets it retain the same corporate powers, rights, benefits, exemptions, privileges, and principles.

5. The shareholder’s stock in the company and the value of that stock will remain unchanged when we domesticate a Nebraska corporation to Florida. During this process, real estate and other property rights will automatically transfer to the Florida entity. This is also true for any liabilities or lawsuits faced by the corporation. The Florida corporation’s name may be substituted in place of the Nebraska entity’s name for any pending legal procedures or actions.

6. Your corporation’s directors and shareholders don’t need to reside in Florida.

7. Your Florida entity won’t be required to have a nexus in Nebraska after its domestication, which can possibly lead to lower taxes at the state level. Talk to your tax professional about this, as tax implications will vary from business to business.

8. You won’t need to get a new EIN for your business after using domestication to change it into a Florida entity.

9. Another convenience offered by this process is that your company can keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it did before relocating. However, this might not be the case without careful planning, research, and legal guidance.

Domesticating a corporation to a new state can have serious tax implications for both the business and its owners. While our legal team can give some limited guidance here, you’ll need a tax professional’s help to be fully prepared to domesticate a Nebraska corporation to Florida. Some topics that you could discuss with them include:

• State Income Tax: Florida’s lack of a state income tax is just one of the ways that you can save money when you domesticate a Nebraska corporation to Florida. However, federal tax responsibilities will continue to apply.

• Franchise Tax: Florida doesn’t have a franchise tax for corporations, either. The company will need to close its account with the Nebraska Department of Revenue and file final returns if necessary.

• Nexus: A nexus is a business’s taxable connection to a particular state. This connection can be created by having a physical presence, employees, or otherwise engaging in substantial activities in that jurisdiction. If your corporation still has this connection to Nebraska after moving, then it will need to follow tax laws in both states.

At the conclusion of the project, Attorney Patel hosts a final consultation to answer any remaining questions that our client has about their corporation’s domestication to Florida. They are also given a post-domestication checklist that they can use as a guide to familiarize themselves with their new responsibilities as Florida business owners.

Attorney’s Patel’s guidance and advice on both legal and business matters can make all the difference when you domesticate a Nebraska corporation to Florida. Our corporate law firm also provides a suite of services that can help prepare your business for success in its new home state.

Choosing our experienced legal team to domesticate a Nebraska corporation to Florida means that you can move forward with confidence, security, and more time to focus on what matters most: actually running your business. Schedule now to get started.

Our firm prides itself on its client-centered focus. We take the time to learn everything we can about your corporation and your plans for its future when domesticating your business. This way, you don’t have to worry about dissolution or other headaches along the way. Call us at (727) 279-5037 or reserve your consultation through our online calendar now.

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