Convert or Domesticate a Texas Corporation to Florida: 9 Advantages

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

Updated: July 10, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• C Corporations
• S Corporations

Table of Contents

• What is a Domestication, Conversion, or Transfer?
• Can Texas C or S Corporations Move to Another State?
• Will This Dissolve My Texas 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 Texas Corporation to Florida?
• How Long Will It Take for FL Patel Law PLLC to Domesticate a Texas C or S Corporation?
• How Much Does it Cost to Domesticate a Texas 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 Texas C or S Corporation to Florida?
• What Tax Implications Can I Expect if I Domesticate a Texas Corporation to Florida?
• Should I Hire FL Patel Law PLLC to Domesticate My Texas C or S Corporation?

Florida is more popular than ever among Texas business owners looking to move their operations to a new state. Like Texas, Florida has no state income tax, and we have plenty of other pro-business policies that entrepreneurs can take advantage of by relocating to the Sunshine State, too. This kind of move can be accomplished by using a corporate transaction known as domestication.

Trying to domesticate a Texas Corporation to Florida is a complicated project that can pose many dangers to those doing so without legal guidance. FL Patel Law PLLC’s experience with these transitions 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 page will tell you about the process that our legal team uses to domesticate a Texas corporation to Florida as well as how our legal team’s knowledge and experience can save your company time and money during its move. It will also go over some of the risks that you and your business could be exposed to if you try to domesticate your company without legal guidance.

The repercussions of an improperly executed domestication can threaten your company’s future. If you attempt to domesticate a Texas corporation to Florida without assistance, you could even end up accidentally liquidating your company instead. 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 for changing an entity’s domicile from one state to another, such as from Texas to Florida.

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

Domestication is often preferable to other relocation methods, especially when compared to dissolving the original C or S corporation and reincorporating in your chosen state. This protects the business’s corporate identity and helps preserve important relationships, too. Because it’s the same business that existed previously, all of the Texas corporation’s contracts, licenses, rights, assets, privileges, and liabilities will carry over to the resulting Florida corporation.

The Texas Business Business Organizations Code (TBOC) will be replaced by the Florida Business Corporation Act (FBCA) as the governing law for your C or S corporation. That said, the laws in both states might apply to your company if it has a foreign qualification or nexus in Texas after relocating to Florida. Talk to our attorney about this during your consultation.

A Texas corporation can domesticate or convert into an entity in another state according to the TBOC. Texas LLCs can also become Florida entities using a similar method that you can read about here.

No. Although the company will no longer be able to do business in Texas without a Foreign Qualification, this does not mean that it is not the same entity that existed before. Dissolution will only lead to your company’s liquidation. It is not needed to domesticate a Texas corporation to Florida, and would likely disrupt any efforts to do so entirely.

The Internal Revenue Service (IRS) – the agency who issued your company’s EIN in the first place – decides this on a case-by-case basis. However, they typically allow corporations moving from state to state to keep using the same EIN if the domesticated company is still the same entity that existed before. This requires keeping the C or S corporation’s corporate identity and continuity intact throughout the process.

The necessary steps to domesticate a Texas corporation to Florida depend on the jurisdictions involved and other factors unique to the business itself. Deviating from those steps can mean disaster for you and your business. However, there are some parts of the process that they generally have in common. Be aware that this is just a general outline and should not be used as instructions or advice for your company’s relocation. Schedule a consultation with our corporate attorney now for guidance related to your company’s move.

Once we’ve been hired to domesticate a Texas corporation to Florida, we begin by reviewing our client’s business to make sure that they’re eligible for this kind of transfer. We also use the information gathered at this point to draft a personalized plan for moving the company that seeks to actively prevent delays and other problems from ever occurring.

The support that our clients benefit from when we domesticate a Texas corporation to Florida includes:

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

Hiring our firm enables our clients to relocate to Florida on the fastest possible timeline when they want to domesticate a Texas corporation to Florida. This usually works out to about two to three months, thanks to expedited filings and our highly refined processes we use to handle conversions and domestications. Our experience and expertise also mean that this efficiency comes at no cost to your company’s safety and security.

The state agencies that process domestication paperwork often have to deal with their own delays caused by backlogs and sort staffing. These delays will only be worsened by any mistakes you make with your documents that need to be corrected, which can severely postpone your business’s relocation. Working with an attorney to domesticate a Texas corporation to Florida is the best way to keep your move on schedule.

The filing fees to domesticate a Texas corporation come to a total of $428.75. Texas charges $300.00 to process this kind of paperwork while Florida charges $128.75. In other words, having to correct any of your domestication documents with either state won’t just be a major hassle that can delay your move – it can place more stress on your company’s budget, too.

Our clients don’t have to worry about avoidable mistakes leading to unexpected costs when working with our firm to domesticate a Texas corporation to Florida. We provide flat fees for these projects, which can make budgeting easier and even save you money in the long run. Schedule a consultation with Attorney Patel now to get a quote for your company’s transition into a Florida entity.

Successfully domesticating a C or S corporation requires a strong grasp of the laws in both of the involved states along with intense dedication to detail. If you don’t know exactly what you’re doing, then your company could face fines or even liquidation. This means that this transition is especially dangerous for first timers proceeding without an attorney’s oversight. Hiring an attorney to domesticate a Texas corporation to Florida is the best way to make sure that your company enjoys a safe, seamless move from state to state.

Attempting to domesticate a Texas corporation to Florida without legal guidance poses the following risks:

• Noncompliance with state laws
• Revocation of the Texas C or S 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.

Keep in mind that this list is not exhaustive, and that there are still more problems that can come up if something goes wrong trying to domesticate a Texas corporation to Florida.

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 Texas corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Don’t risk all of the hard work that you’ve put into your business up until this point by trying to domesticate a Texas corporation to Florida alone. Hiring our firm is the best way to avoid interruptions and other unwanted surprises during your C or S corporation’s relocation.

1. If your company’s move eliminates its nexus (taxable connection) in Texas, then you will never need to file with the State of Texas again.

2. After you domesticate a Texas corporation to Florida, you can work with Florida professional accountants, attorneys, and other service providers who can help take your business to the next level.

3. Your company’s corporate identity and continuity will be protected from interruptions and other problems when our firm manages its relocation to Florida.

4. Your corporation’s founding documents will be replaced by Florida Articles of Incorporation without delay. This allows it to keep all of the same corporate powers, rights, benefits, exemptions, privileges, and principles.

5. The value of the company’s shares and the number of shares issued to each stockholder do not change when we domesticate a Texas corporation to Florida.

6. The owners of the C or S corporation do not need to live in Florida after domesticating the company. 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 Texas entity’s name for any pending legal procedures or actions.

7. Domestication has the potential to remove your C or S corporation’s taxable connection, or nexus, to Texas. Talk to your tax professional about this, as the specific implications will change from business to business.

8. When we domesticate a Texas corporation to Florida, we ensure that its corporate identity is preserved at every step. This means that it’s the same company that always existed, which allows it to keep using the same EIN for taxes. Only the corporation’s domicile will change.

9. Another reason that it can be advantageous to domesticate a Texas corporation to Florida is that the process lets it 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, or legal guidance.

Preparing in advance for the tax implications of your company’s move is essential to staying compliant with the IRS and other agencies. Our firm can only offer some limited guidance when it comes to these issues, so be sure to consult with your tax professional as well as an attorney before trying to domesticate a Texas corporation to Florida. Some possible changes to discuss with them include:

• State Income Tax: Texas and Florida are both among the few states that don’t have their own income tax. However, your company will still have to be responsible for reporting and filing at the federal level.

• Franchise Tax: Another difference between Florida and Texas is that Florida doesn’t impose a franchise tax on its business entities. After domesticating to Florida, the company will need to close its account with the Texas Comptroller of Public Accounts and file any necessary final returns.

• Nexus: When you domesticate a Texas corporation to Florida, you need to know whether you will still have a nexus, or taxable connection, back in your old state. If that nexus still exists, then Texas tax laws will still apply to your business even after it moves.

In addition to the convenience and peace of mind that comes with hiring our firm to domesticate a Texas corporation to Florida, Attorney’s Patel’s guidance and advice on both legal and business matters can make all the difference when it comes to setting up a company for success in a new state. As a corporate law firm, we also provide a full suite of services that are essential to operating a C or S corporation in Florida.

Once their Texas C or S corporation’s move is complete, Attorney Patel hosts a final consultation to address any remaining questions or concerns. Our clients are also presented with a checklist and instructions to help them adjust to their responsibilities as Florida business owners.

The consequences of a failed domestication should not be underestimated and can last far into the future. Hiring us for your relocation 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.

Is your Texas corporation ready to hop across the gulf to sunny Florida? Call (727) 279-503 or schedule a time with our corporate attorney using our online calendar.

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