Can You Domesticate a South Dakota Corporation in Florida?

Can You Domesticate a South Dakota Corporation in Florida?

Domesticating or Moving a South Dakota C or S Corporation to Florida

There are many options available to you if you want to relocate your South Dakota corporation to Florida. However, the avenue that we most like to recommend whenever we can is known as corporate domestication. Domestication is a legal process for changing a corporation’s formation state without forcing it dissolve and restart from scratch in a new place. Our state offers a similar process for LLCs known as statutory conversion. For more on relocating your business to Florida, contact our firm today. 

What Happens When My South Dakota Corporation Domesticates to Florida?

A properly executed domestication can change your South Dakota corporation into a Florida corporation without any interruptions to the business’s continuity. The domesticated business is the same one that existed in its previous state, and can keep using its original EIN, incorporation date, and ownership structure. It will most likely be able to use the same name, too, unless it’s taken by a Florida entity. To find out if your corporation’s name is available, you can perform a name availability check using the Florida Division of Corporation’s database.

What are the Effects of Corporate Domestication?

Other than updating your South Dakota corporation’s state of origin to Florida, very little is going to change with your domesticated business. After all, it’s still the same entity. Shareholder rights, including the right to acquire new shares, are protected by the Terms of the Conversion, the Florida Articles of Incorporation, and the FBCA. The value of the corporation’s stock, securities, and eligible interests are similarly maintained. This also goes for any debts, liabilities, obligations, lawsuits, or other proceedings incurred by the South Dakota corporation. Those, too, will follow it to Florida. 

Does My South Dakota Corporation Dissolve When Domesticating to Florida?

No. In fact, this preservation of the business’s integrity is one of the principal benefits to using domestication process to relocate your business to Florida. Your domesticated Florida entity will, however, lose the ability to legally transact business in South Dakota without first filing a foreign qualification. 

How Long Does It Take to Domesticate My South Dakota Corporation to Florida?

Most corporate domestications that don’t involve real estate can be completed within four to twelve weeks. Businesses with more substantial assets can get a better estimate from their attorney after giving their firm a chance to familiarize themselves with the corporation’s operations.

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

The first document that a corporation needs to domesticate to Florida is a Plan of Domestication, which outlines how the statutory procedure for relocating the business. Your Plan must include information relevant to the move, such as the authorizing statutes, expected tax consequences, company ownership, the transfer of rights and obligations, and any necessary supplemental documents. The Plan then needs approval from the South Dakota corporation’s directors and shareholders. Once you have that, you can make your final filings with the proper agencies in each state. 

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

Should I Hire FL Patel Law PLLC to Domesticate My South Dakota Corporation?

Yes! Our firm has a wealth of experience in the matter that has resulted in a refined process that allows us to handle your South Dakota corporation’s domestication without a hitch. The Clients we’ve worked with include start-ups, consultants, e-commerce businesses, and others across myriad industries. We educate our clients, keep them updated every step of the way, and can even provide additional legal support and guidance in operating your corporation in Florida as well.

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 South Dakota Corporations?

Under Florida law, corporations from out of state can qualify for domestication if the business’s origin state has its own reciprocal authorizing statutes. A full list of the conditions can be found in Section 607.0101 of the Florida Business Corporation Act (FBCA). Review this section very carefully. Mistakes here could cause dissolution.

Does South Dakota Allow Corporations to Domesticate to Florida?

Yes, under section 47-1A-920.1 of the South Dakota Codified Laws.

A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in §§ 47-1A-920 to 47-1A-925.1, inclusive. 

S.D. Codified Laws § 47-1A-920.1

Are you ready for your South Dakota corporation to have a new start in sunny and 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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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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