Can You Domesticate an Oregon Corporation in Florida?

Can You Domesticate an Oregon Corporation in Florida?

Domesticating or Moving an Oregon Corporation to Florida

If you’ve been thinking about moving or domesticating your Oregon C or S corporation to Florida, then you’ll definitely benefit from learning about Florida’s domestication process. Business owners from across the country often end up relocating to Florida because our state has no personal income tax – and our beautiful beaches don’t hurt, either. Domestication is a statutory process for changing a corporation from out-of-state into a Florida corporation. LLCs looking to relocate to Florida must instead undergo conversion.

Does Oregon Allow Corporations to Domesticate or Move to Florida?

Yes, according to the Oregon Revised Statutes § 60.472.2.

(2) A corporation organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if:

(a) The laws of the other jurisdiction permit the conversion;

(b) The converting corporation approves a plan of conversion;

(c) Articles of conversion are filed in this state;

(d)(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the business entity converted unless the converted business entity does not intend to continue to transact business in this state; and

(B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and

(e) The corporation complies with all requirements that the laws of the other jurisdiction impose with respect to the conversion.

What Happens to My Oregon Corporation During Domestication?

Our firm suggests domestication to our relocating corporate clients because it lets them make their move without interrupting or risking their business’s continuity. After the domestication, the corporation is still the same business entity that it was in Oregon, just with a brand-new jurisdiction. It will have the same EIN and incorporation date, and will still have any contractual rights, property rights, or real estate held in Oregon.

Your corporation might need to select a new name, though, if the one it already has is currently in use by a Florida entity. To check your corporation’s name availability, make sure to use the Florida Division of Corporation’s database to perform a simple name check first.

What are the Effects of Domestication?

Domestication changes your Oregon corporation into a Florida corporation without first dissolving your company or merging it with another. You can continue transacting business during the process as well. The shareholders’ rights are secured by the terms of the conversion, Florida articles of incorporation, and the FBCA. The value of your corporation’s shares, its rights to obtain new shares, eligible interests, securities, and other obligations also go unchanged.

You should know that any debts, liabilities, or other obligations against or held by the Oregon corporation will continue against the domesticated Florida corporation. Lawsuits and legal proceedings will also go on without interruption, although the Florida corporation’s name may be substituted in to reduce confusion.

Does My Oregon Corporation Dissolve When I Domesticate to Florida?

Domesticating or moving your Oregon corporation to Florida will not dissolve your company or otherwise threaten its continuity unless major errors are made during the filing process. Because of this, it’s smart to hire an attorney if you don’t have significant personal experience in the matter. Domesticating to Florida does, however, mean that your corporation won’t be able to keep transacting business in Oregon. In order to do business in a state outside of Florida, your company first needs to file for a foreign qualification with that state.

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

Florida domestications typically take between 4 and 12 weeks if the domesticating Oregon corporation doesn’t have a significant amount of real estate. Your attorney can provide a more exact timeframe after reviewing your business and its assets.

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

Your Oregon C or S corporation will most likely start its domestication to Florida by drafting a plan of conversion. This is a formal document that lays out the process for transforming your Oregon corporation into a Florida corporation. There’s specific information that your plan needs to cover, such as the expected tax consequences of the move, who owns what in the company, the transfer of rights and obligations, and the authorizing statutes in both Oregon and Florida. Then, the plan of conversion needs to be approved by the shareholders and board of directors. Once that’s happened, you can file the necessary documents with the relevant authorities in both states.

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

Absolutely! Businesses from across the United States have chosen us to help with their corporate domestications, and for good reason. Our attorney’s experience means that you can relocate your Oregon corporation to Florida without costly interruptions or frustrating delays. As entrepreneurs ourselves, we understand just how much your business means to you. That’s why consultants, start-ups, e-commerce businesses, and many others trust our firm to handle their most important transactions and transitions.

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 Oregon Corporation?

Florida law permits out-of-state corporations, also known as “foreign corporations,” to domesticate so long as that corporation’s original state has similar laws 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 and proceed with caution. Errors at this stage could cause dissolution.

Ready to move your Oregon corporation from the Pacific Coast to the Gulf Coast? Don’t risk breaking your business’s stride because of easily avoidable mistakes. Get assistance from an experienced business domestication attorney by calling (727) 279-5037 or scheduling online today.

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