Can You Relocate or Convert a Connecticut LLC to a Florida LLC?
Converting or Relocating a Connecticut LLC to a Florida LLC
When the owner of an LLC, known as the LLC’s Member, wants to relocate their business from Connecticut to Florida, they often wonder if they’ll need to put operations on pause or even restart their business entirely in order to make the transfer. The good news is that Connecticut LLCs can become Florida LLCs through “statutory conversion.” Corporations, on the other hand, can pursue corporate domestication. We like to recommend this process to our out-of-state clients looking to move to Florida because it helps preserve the business’s continuity. To be eligible, both Florida and the original state must have laws allowing it. A full version of the conditions for the state of Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act.
What Happens in a Conversion?
A statutory conversion transforms your Connecticut LLC into a Florida LLC without interrupting its continuity. This means that you can keep doing business during the transfer. Once complete, your LLC will be treated as if it had been incorporated in Florida from the start. You don’t need to worry about making any major changes to your business, either. However, you might need to change its name if its already in use by an entity in Florida, so make sure that you perform a name availability search before making any final decisions. Everything else remains the same – your LLC will have the same EIN that it was issued in Connecticut, and its management structure and any property rights will go unchanged as well.
Does Connecticut Allow LLCs to Convert into Florida LLCs?
Yes, according to Section 34-631 of the Connecticut General Statutes.
(a) As used in this part, “domestic entity” means, with respect to a foreign jurisdiction, an entity whose internal affairs are governed by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction, provided the domestication is authorized by the law of the foreign jurisdiction.
Conn. Gen. Stat. Ann. Section 34-641.
How Do I Convert my Connecticut LLC to a Florida LLC?
Typically, the conversion process starts with drafting a plan of conversion that will be submitted to the LLC’s Members for approval. Once they’ve signed off on it, you can file the necessary documents with the respective agencies in both states. Be careful, though. Make sure that you follow the exact steps prescribed by the statutes of both Connecticut and Florida. Mistakes in the conversion process can be disruptive and can even threaten your business’s continuity.
What Are the Effects of Transferring my LLC from Connecticut to Florida?
Once the conversion is complete, its founding documents will be replaced with your Florida Articles of Organization right away. Your LLC will still be the same business entity that it was before the conversion, just under a new jurisdiction. Any real estate or other property rights held by the LLC will be transferred to the converted entity. For multi-member LLCs, everyone can rest easy knowing that their Membership interests will remain unchanged, too.
It’s important to note that your statutory conversion won’t do anything about any liabilities against the Connecticut LLC. Lawsuits against the converting entity will also continue unabated. However, the Florida LLC’s name may be substituted for the Connecticut LLC’s.
Should I Work with a Lawyer to Convert my LLC?
Absolutely! Our firm already has experience helping both single and multi-member LLCs from across America convert into Florida LLCs. We have worked with all industries, including consultants, service businesses, e-commerce businesses, and start-ups in relocating to the state of Florida.
Are you ready to give your Connecticut LLC a beautiful new home in Florida? Don’t risk breaking your business’s stride — get assistance from an experienced business conversion attorney by calling (727) 279-5037, or if you are ready to convert, check out our service page.