How to Convert or Domesticate an Indiana Corporation to Florida

Relocate, Transfer, Convert, or Domesticate an Indiana Corporation to Florida

Updated: July 25, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Indiana C Corporations
• Indiana S Corporations

Table of Contents

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

Florida has a lot more to offer Indiana corporations looking for a new home than just world-class white sand beaches. Not only does Florida have no income tax at the state level – our state also has a wide range of pro-business policies as well as a culture that supports entrepreneurs and small businesses. Those interested in moving a corporation from Indiana to Florida can do so using a legal process known as “domestication.“

Those without legal knowledge or experience can encounter many difficulties if they try to domesticate an Indiana corporation to Florida without an attorney’s assistance. FL Patel Law PLLC’s experience in this field 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 domesticate an Indiana corporation to Florida

This article will tell you more about what our firm can do to make things easier and more convenient for business owners who want to domesticate an Indiana corporation to Florida. It also has some important information about the high level of risk that comes with this type of transition, and how working with a corporate attorney can help save your company both time and money.

The dangers involved with domesticating a company to a new state can have serious and long-lasting consequences for both your corporation and its owners. These risks even include liquidation. Our firm has the experience needed to help our clients 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 that can allow an eligible C or S corporation to move to a new state by changing its original formation state.

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

To qualify, both the corporation’s initial formation state and the state that it wants to relocate to must have laws authorizing this type of move. Domestication allows corporations to keep the same corporate identity in their new state, which helps preserve contracts, relationships, and licenses integral to your business’s operations. It also facilitates the automatic transfer of the Indiana corporation’s rights, assets, privileges, and liabilities to the resulting entity.

The Indiana Business Corporation Law (IBCL) will be replaced by the Florida Business Corporation Act (FBCA) as the regulating law for your corporation after its domestication. That said, both laws could apply to the business if it still has a nexus or a foreign qualification in Indiana after becoming a Florida entity. Talk to our corporate attorney about this during your initial consultation together.

Yes, it’s possible to domesticate an Indiana corporation to Florida according to Section 23-0.6-5-1 of the Indiana Code (IC). Indiana LLCs have a similar method for relocating to Florida known as statutory conversion.

Your company will not be dissolved when you domesticate an Indiana corporation to Florida through our firm, as we will take every possible step to protect its continuity during its move. Certain mistakes, however, could dissolve your C or S corporation if you proceed without legal assistance. Dissolution isn’t a part of the domestication process, either. Any sources you find online stating otherwise are wrong.

The Internal Revenue Service (IRS) typically decides this on a case by case basis. In most cases, they allow domesticating corporations to keep their original EIN so long as the business’s continuity is not interrupted during its relocation. It’s essential that the company is considered to be the same entity that existed in its previous state, too. Hiring an attorney can help secure the use of your original EIN when you domesticate an Indiana corporation to Florida.

The necessary steps to domesticate a company to a new state will depend on the involved states and other factors specific to that company’s move. Below is a general outline of how we can help domesticate an Indiana corporation to Florida. It should not be treated as instructions or advice for doing so. For guidance with your company’s relocation to Florida, schedule a consultation with our corporate attorney now.

Before we start on the domestication itself, we first review the client’s corporation to verify its eligibility. We also use this opportunity to gather the information that we need in order to create a personalized strategy for relocating the business with its corporate identity intact that prevents delays and other problems.

The comprehensive support that our clients receive from us when we domesticate an Indiana corporation to Florida includes:

• Drafting all documents required to domesticate an Indiana corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Indiana and Florida;
• Handling all filings and correspondence with Indiana 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.

Our firm’s refined and efficient processes allow us to domesticate an Indiana corporation to Florida on the fastest timeline possible, which usually works out to about two or three months. However, more time may be required for larger companies with significant assets. Much of this time will be spent waiting for your company’s domestication paperwork to be processed.

The state agencies responsible for these transactions will each need a minimum of several weeks of processing time for your documents. Because these agencies frequently have to deal with backlogs and short staffing, it’s essential that you get your paperwork right with your first filing. Otherwise, your company’s move could face serious delays.

The filing fees for domesticating a corporation depend on the states involved. Florida charges $128.75 for this and Indiana charges $30.00, which comes to a total of $158.75 just to have each state agency process your paperwork. Be aware that refunds for these filings are uncommon and that you will need to file again to correct any mistakes or provide any missing information, driving those costs higher and higher.

Our firm provides flat fees for conversion and domestication projects with the cost derived from the project’s specific challenges. This makes setting a budget for the transfer far less stressful for clients who hire us to domesticate an Indiana corporation to Florida. Schedule your initial consultation with Attorney Patel now to get a quote for your company’s move.

Trying to domesticate an Indiana corporation to Florida without the proper experience or skills could threaten the future of your business. Our law firm is equipped with everything needed to support your company during its transition.

Unless an attorney is helping your company with its relocation, trying to domesticate an Indiana corporation to Florida can lead to the following problems:

• Noncompliance with state laws
• Revocation of the Indiana 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.

The above list is not comprehensive, so proceed with caution – or better yet, an attorney’s help.

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

Our legal team’s knowledge and experience can make all the difference when it comes to securing a safe and timely relocation for your company. Working with us to domesticate an Indiana corporation to Florida isn’t just a massive convenience – it’s foundational to securing the overall success of the project, too.

1. Your company won’t need to file any documents with the State of Indiana again if it loses its nexus in that state after domesticating to Florida.

2. Domesticating your C or S corporation from Indiana to Florida means that you can network with Florida professional accountants, attorneys, and other service providers.

3. Your company’s move to Florida will be seamless and secure when you hire our firm to domesticate an Indiana corporation to Florida.

4. Florida Articles of Organization will immediately replace your company’s Indiana incorporation documents upon filing. This allows the business to keep all of the same corporate powers, rights, benefits, exemptions, privileges, and principles.

5. Both the amount of stock held by each shareholder and the value of that stock will be unaffected by your company’s domestication to Florida. Real estate and other property rights will automatically transfer to the Florida C or S corporation, as will any liabilities or lawsuits. The Florida entity’s name may be substituted in place of the Indiana entity’s name for any pending legal procedures or actions.The Florida corporation’s name may be used instead for any pending legal procedures or actions.

6. The corporation’s directors and shareholders do not need to live in Florida.

7. When you domesticate an Indiana corporation to Florida, you can remove your business’s taxable connection (nexus) to Indiana in the process. This could lower what you pay for state income taxes and/or other taxes unique to Indiana. Talk to your tax professional about this, as tax implications will vary from business to business.

8. Because the domesticated entity is the same business that existed in its original formation state, it can keep using the same EIN to report and file taxes. Only the business’s domicile will change when you correctly domesticate an Indiana corporation to Florida.

9. A properly executed domestication will allow your corporation to continue 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, and legal guidance.

A transition of this size is likely to come with some notable tax implications for both you and your Indiana C or S corporation. The specific changes vary from business to business. We can only give limited advice on these matters, so it’s important to talk to your tax professional about this before starting your company’s move. A few topics to bring up in your consultation with them are:

• State Income Tax: Domesticating an Indiana C or S corporation to Florida could lower what your company has to pay on state income taxes. That’s because Florida, unlike Indiana, does not have its own state income tax. Federal income tax responsibilities will, of course, continue to apply to your company after its move.

• Franchise Tax: Neither Florida nor Indiana force corporations to pay a franchise tax.

• Nexus: Your domesticated entity might still need to obey Indiana tax laws if it still has a nexus in that state after its move. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a specific state.

Our domestication services conclude with a final consultation that allows Attorney Patel to address any remaining questions or concerns that our clients might have. At this meeting, our clients are also provided with a helpful checklist with instructions that will help them adapt to their new lives as Florida business owners.

As both an attorney and an entrepreneur himself, 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. Our corporate law firm’s wide range of services are also a valuable resource for Florida business owners.

Don’t gamble with your company’s future by trying to domesticate an Indiana corporation to Florida on your own. Hiring us to domesticate an Indiana corporation to Florida 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.

Are you ready to domesticate an Indiana corporation to Florida? Then call (727) 279-5037 to speak with our corporate attorney or schedule a time for your initial consultation using our online calendar.

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