Can You Domesticate an Arizona Corporation in Florida?

Can You Domesticate an Arizona Corporation in Florida?

Domesticating an Arizona C or S Corporation to Florida

Florida is one of the most free, beautiful, and pro-business states in the Union, so its no wonder that many business owners and entrepreneurs are flocking to join us in the Sunshine State. If you’re curious about how you can relocate your Arizona corporation to Florida, then you should know about a process called “domestication” which allows a corporation to change its formation state while keeping the business intact. A similar option exists for Arizona LLCs, known as conversion.

What Happens to My Arizona Corporation During Domestication? 

Domesticating your Arizona corporation to Florida will change the business into a Florida corporation without interrupting its continuity. You aren’t creating a new entity by domesticating — it’s the same business that you operated back in Arizona, complete with the same EIN and incorporation date. Real estate, property, and contractual rights will carry over to the Florida corporation as well. 

A quick tip: be sure to run a name availability search before starting the domestication process. This is important because your corporation won’t be able to keep its name if the one it used in Arizona is already taken by a Florida entity. 

What are the Effects of Domesticating My Corporation? 

Domestication, when it’s available, is almost always a better option than dissolving your business and starting over from scratch in Florida. Using this process, shareholder rights, including their rights to acquire new shares, are preserved during the move. This is also the case for the value of those shares, as well as the value of the corporation’s interests, securities, and obligations. Ownership in the company will remain the same as it was in Arizona, too. Debts, liabilities, lawsuits, and other proceedings against the Arizona corporation will similarly carry over to the Florida corporation. 

Does My Arizona Corporation Dissolve When Domesticating to Florida? 

No. In fact, this is one of the major benefits to domesticating your business to a new state. That said, your corporation will no longer be able to do business in Arizona after domesticating unless it files for a foreign qualification first.

How Long Does It Take To Relocate My Business From Arizona to Florida?

Most corporations without significant real estate can expect their domestications to be completed within four to twelve weeks. A more exact estimate can be provided by your attorney after a review of your business and its assets. 

How Do I Domesticate My Arizona C or S Corporation to Florida? 

Domesticating your Arizona corporation to Florida requires that you first draft a Plan of Domestication. This is an official document containing pertinent details to the domestication process, such as the authorizing statutes from both states, any expected tax consequences that might result from the move, the corporation’s ownership structure, as well as the transfer of rights and obligations to the domesticated business. 

Next, the Plan of Domestication needs approval from the corporation’s directors and shareholders. After that approval has been obtained, you’ll be ready to file the remaining paperwork prescribed by the statutes in Arizona and Florida.

Be careful and strictly follow the instructions in both the Florida and Delaware corporate domestication statutes. Failure to do so could cause major problems for your business, including potential dissolution.

Should I Use FL Patel Law to Domesticate My Corporation? 

Without a doubt! Our firm has helped multiple businesses relocate to Florida from across the country — including from the state of Arizona. Our knowledge and experience have allowed us to create a sophisticated and streamlined process that helps ensure that your corporation can domesticate without encountering any major problems. We educate and support our clients. You won’t be left in the dark, either — you’ll get updates every step of the way. No matter your industry, we’re even ready to offer additional legal support and guidance post-domestication, too.

Corporate transactions often come with legal and tax implications. Mistakes during the domestication process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. It’s always worth the effort to find a qualified lawyer to assist you.

Does Florida Permit the Domestication of Arizona Corporations?

Yes, so long as the other state has its own statutes authorizing domestication. We like to suggest this process in particular because it helps protect the business’s continuity. For a full list of conditions, see Section 607.0101 of the Florida Business Corporation Act (FBCA). Review this section carefully — mistakes at this point could cause corporate dissolution.

Does Arizona Allow Corporations to Move or Relocate to Florida? 

Yes, Arizona corporations can domesticate to qualifying states under Ariz. Rev. Stat. Ann. § 29-2502.

A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following: 

1. The name and type of the domesticating entity. 

2. The name and jurisdiction of organization of the domesticated entity. 

3. The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing. 

4. The proposed public organizational document of the domesticated entity if it is a filing entity. 

5. The full text of the private organizational documents of the domesticated entity that are proposed to be in a record. 

6. The other terms and conditions of the domestication, if any. 

7. Any other provision required by the laws of this state or the organizational documents of the domesticating entity. 

B. A plan of domestication may contain any other provision not prohibited by law. 

Ariz. Rev. Stat. Ann. § 29-2502

Ready to move out of the desert to the east coast and join us in beautiful Florida? Call (727) 279-5037 to speak with our corporate attorney or visit our consultation page to learn more about our domestication services. 

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