Can You Domesticate an Alaska Corporation in Florida?

Can You Domesticate an Alaska Corporation in Florida?

Domesticating or Moving an Alaska C or S Corporation to Florida

Alaska business owners who want to move (domesticate) to Florida should understand the processes involved before committing. There are a lot of reasons for you to join us down in the sunshine state. For example, our courts are incredibly business-friendly, and our state has no personal income tax for business owners. If you own a corporation, you may be able to bring your corporation to Florida through something known as “domestication.” It’s a statutory process for relocating your corporation from Alaska to Florida. For assistance, schedule a free consultation with our business attorney today.

What Happens to My Alaska Corporation During Domestication?

We typically suggest domestication for corporate clients relocating to Florida because it lets them convert into a Florida corporation without interruption. The domesticated entity is the same corporation that you had back in Alaska, just with a new residence. Its EIN (employer identification number), incorporation date, and all real estate, property, and contractual rights will carry over to your new Florida corporation, too. However, we advise you to conduct a simple name search on the Florida Division of Corporation’s website before making any final calls. If the Alaska corporation’s name is taken by a Florida entity, then you need to think of a new one.

What are the Effects of Domestication?

Other than changing your corporation’s home jurisdiction, domestication won’t have much of an impact on your business. The shareholders’ rights are maintained and protected under the terms of the conversion, the Florida articles of incorporation, and the FBCA. Ownership in the company similarly goes unchanged. The rights to obtain shares remain the same, and all the Alaska corporation’s stock, eligible interests, securities, and other obligations will retain their original value. A word of warning, though. Any debts, liabilities, obligations, lawsuits, or other legal proceedings against the Alaska corporation will continue against the newly converted Florida corporation. However, the new entity’s name can substitute for clarity.

Does My Alaska Corporation Dissolve when I Domesticate to Florida?

No, your corporation’s continuity is protected during a correctly executed domestication. Once it’s all said and done, all that changes is that your company is no longer doing business in Alaska. If you’d like to maintain a presence in your old state, then you must file a foreign qualification.

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

Most businesses without real estate take between 1 and 4 weeks to domesticate. For the best estimate, however, you’re going to want to ask your attorney after they’ve had time to examine your company and its assets.

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

The first step to domesticating your Alaska corporation is to draft a plan of domestication. This document details how the corporate domestication will happen. It will cite the statutes authorizing domestication and list the anticipated tax consequences, who owns what in the company, and the transfer of rights and obligations. It needs to include all the documents needed to complete the documentation, too. The board of directors and the shareholders must approve the plan of conversion before the corporation can file the paperwork required by the respective governing agencies in both Alaska and Florida.

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 Use FL Patel Law to Domesticate My Alaska Corporation?

Yes! Our experience relocating businesses to Florida means that we have a refined process on hand that helps ensure that your Alaska corporation can domesticate without any issues or major headaches. We educate our clients and keep them updated every step of the way. We can even provide additional legal support and guidance in operating your corporation in Florida as well. Our clients come from every industry across the country, from consultants to e-commerce businesses, start-ups, and 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 an Alaska Corporation?

Florida allows corporations formed in other states to domesticate if the other state has its own laws authorizing the move. Limited liability companies can pursue a similar option called conversion. We like to suggest domestication to our clients because it helps ensure their corporation’s continuity. 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 Alaska Allow Corporations to Domesticate or Move to Florida?

Yes. According to the 2014 Alaska Statutes Section 10.55.501.

Sec. 10.55.501 Domestication authorized.

(a) Except as otherwise provided in this section, by complying with AS 10.55.501 – 10.55.506, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.501 – 10.55.506 applicable to foreign entities, a foreign entity may become a domestic entity of the same type in this state if the domestication 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 domestication, the provision applies to a domestication of the entity as if the domestication were a merger.

AK Stat § 10.55.501 (2014)

Is it finally time for your Alaska corporation to escape the frozen north and join us in tropical 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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