Can You Relocate or Convert an Alaska LLC to a Florida LLC?
How to Convert an Alaska LLC to a Florida LLC
Sometimes life calls for a dramatic change, like moving from the iced-over highways and frozen mountains of Alaska all the way to Florida, where the beaches are all white sand and where no one has to layer up just to get groceries. Our firm specializes in business law, and we’ve helped many of our clients from across the U.S. transfer their LLCs to Florida through a process called “statutory conversion,” which allows you to easily convert your Alaska LLC into a Florida LLC. Without statutory conversion, you could be forced to close your original business and start all over in your new state. A full version of the conditions for Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act. However, you need to make sure that North Carolina allows LLCs to convert into “foreign entities” as well.
What Happens During a Statutory Conversion?
Essentially, a statutory conversion transforms your Alaska LLC into a Florida LLC. It allows you to move your business without making any other major changes – your LLC will keep its original Federal Employee Identification Number, management structure, and property deeds. Transferring your Alaska LLC to Florida through statutory conversion also has the effect of retroactively classifying your business as if it had been a Florida LLC since the get-go. However, if a business in Florida is already using your Alaska LLC’s original name, then you will need to think of a new name for the converted entity.
Does Alaska Allow LLCs to Convert to Florida LLCs?
Yes, as of the date of this article. Businesses formed in Alaska can convert into LLCs in other states under the Alaska Entity Transaction Act, AS 10.55.401-10.55.406 and AS 10.50.615.
(a) Except as otherwise provided in this section, by complying with AS 10.55.401 – 10.55.406, a domestic entity may become
(1) a domestic entity of a different type; or
(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.401 – 10.55.406 applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity’s jurisdiction of organization.
(c) Unless the provision is amended after July 1, 2014, if a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger.
See AS 10.55.401.
How Do I Convert my Alaska LLC to a Florida LLC?
Your Alaska LLC begins its move to Florida with what is known as a plan of conversion. As the name suggests, this is a document that outlines the specifics of the conversion process. The plan of conversion then needs to be authorized by the LLC’s Members. Then, you’ll draft and file the paperwork required by both states. To make sure that you’re compliant with both Alaska and Florida state statutes, review the conversion sections of both the Florida Limited Liability Company Act and the Alaska Entity Transaction Act.
What Happens When I Transfer my LLC from Alaska to Florida?
As mentioned above, transferring an LLC to Florida by statutory conversion means that it will be treated as if it had been a Florida LLC since its founding. There will be no interruptions in continuity, which allows you to keep doing business during the move. The Alaska Articles of Organization will be rendered void and the Florida Articles of Organization will take their place without delay. This is still the same LLC you started in Alaska, just with a new origin story, and it will retain the same property rights, the same ownership structure, and all the Members will have the same interest in the company that they did before the move.
You should know, however, that the LLC will also take any lawsuits or other legal actions against the original entity with it to Florida as well, along with any liabilities. These lawsuits can continue without interruption, or the new LLC can be swapped in to prevent confusion.
Should I Work With a Lawyer to Convert My LLC?
Yes! We can help you with converting your LLC to the state of Florida. We have worked with many businesses including consultants, service businesses, e-commerce businesses, and start-ups to help them relocate their headquarters to the state of Florida.
Alaska has already started melting – why not skip the wait and enjoy warm, sunny beaches right away by moving your LLC down to Florida? Don’t risk breaking your business’s stride — get assistance from an experienced business conversion attorney by calling (727) 279-5037, or if you are ready to convert, check out our flat fee service page.