Can You Domesticate a Wisconsin Corporation in Florida?

Can You Domesticate a Wisconsin Corporation in Florida?

Domesticating or Moving a Wisconsin Corporation to Florida

Wisconsin business owners interested in moving or domesticating their C or S corporations to another state might be interested in learning about Florida’s domestication process. Our state has a lot to offer new and relocating business owners, from our pro-business legislature to Florida’s lack of a personal income tax. Domestication is a statutory process that changes a corporation from outside of Florida, also known as a foreign corporation, into a Florida corporation. For assistance, schedule a consultation with our business lawyer to see if domestication will work for you.

What Happens to My Wisconsin Corporation During Domestication?

The main reason that we recommend domestication to corporate clients moving to Florida is that the corporation is preserved and protected from premature dissolution or other interruptions during the process. The corporation remains the same business entity that existed in Wisconsin, complete with its original employer identification number (EIN) and incorporation date. The domesticated corporation will retain any contractual or property rights held in Wisconsin, as will any real estate.

There is a small chance, however, that your corporation’s desired business name will already be in use by a Florida entity. If that’s the case, then you’ll need to decide on a new one before domesticating. You can check to see if your corporation’s name is already taken by a Florida business or non-profit by performing a simple name availability search using the Florida Division of Corporation’s database.

What are the Effects of Domestication?

Florida’s domestication process allows corporations from out of state to transform into Florida corporations without having to dissolve their original business and reincorporate in Florida. You can keep doing business as usual while you wait on your domestication filings. The terms of the conversion, Florida articles of incorporation, and the FBCA will govern and preserve the shareholders’ rights during and after the move. Similarly, the domesticating Wisconsin corporation’s shares, rights to acquire new shares, eligible interests, securities, and other obligations are reclassified proportionately to their original value after becoming a Florida corporation.

Domesticating your Wisconsin corporation to Florida won’t do anything to shake any debts, liabilities, or other obligations against or held by the business in its original state, either. Those will continue uninterrupted, as will any lawsuits or other legal proceedings. The Florida corporation’s name might be substituted in post-domestication, but this is not a requirement.

Does My Wisconsin Corporation Dissolve When I Domesticate to Florida?

Unless you run into a major filing error, there is no risk of domestication prematurely dissolving your Wisconsin corporation. However, the domesticated company no longer has the authority to conduct business back in its previous state. If your corporation would like to keep doing business back in Wisconsin, then it will need to file for a foreign qualification with Wisconsin authorities.

How Long Does It Take to Relocate My Business from Wisconsin to Florida?

Most corporations without real estate can expect the domestication process to be over with in somewhere between 4 and 12 weeks. The exact timeframe depends on your company’s assets, so you’ll need to consult with your lawyer for a more exact estimate.

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

The first step for most Wisconsin corporations domesticating or moving to Florida is to draft a plan of conversion. This document is exactly what the name suggests. In addition to laying out the domestication process, your plan also needs to include important information such as any expected tax consequences, company ownership, the transfer of rights and obligations, as well as the statutes authorizing the move from both states. After the shareholders and board of directors have signed off on the plan, you’ll be ready to file the necessary paperwork and documentation with the proper authorities in both Wisconsin and Florida.

Be careful and strictly follow the instructions in both the Florida and Wisconsin 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 Wisconsin Corporation?

Without a doubt! Because of our firm’s rich experience with domesticating and converting out-of-state companies into Florida business entities, engaging with us means that you don’t need to worry about amateurish mistakes or avoidable delays. Our corporate attorney has refined our domestication process over years in order to provide you with one of the safest and most efficient transitions possible. Our clients come from across the United States and work in every industry. They include consultants, start-ups, e-commerce businesses, and much more.

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 a Wisconsin Corporation?

Florida allows corporations from out of state (also known as foreign corporations) to domesticate to Florida on the condition that the foreign corporation’s original state has statutes authorizing the move. A full list of the conditions to meet and the procedures to follow 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 Wisconsin Allow Corporations to Domesticate or Move to Florida?

Yes – Wisconsin corporations are allowed to domesticate to Florida according to the Wisconsin Uniform Partnership Law § 178.1141.

178.1141  Conversion authorized.

(1)  A domestic partnership may convert to another type of domestic entity, other than a domestic partnership, or to any type of foreign entity, pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.

(2) A foreign or domestic entity, other than a domestic partnership, may convert to a domestic partnership pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a partnership under this chapter immediately after the conversion.

History: 2015 a. 295.

Is your corporation ready to trade in the Great Lakes for the Gulf Coast’s legendary beaches? Don’t risk breaking your business’s stride because of easily avoidable mistakes. Get assistance from an experienced business conversion attorney by calling (727) 279-5037 or scheduling online today.

Image by Melvin Wahlin from Pexels.

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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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