9 Benefits of Domesticating or Converting a Georgia LLC to a Florida LLC

Relocating, Domiciling, Transferring, or Converting a Georgia LLC to a Florida LLC

Updated: May 26, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile a Georgia Limited Liability Company to Florida,
• Maintain the same EIN and identity of the LLC,
• Enjoy tax benefits provided to Florida residents.

Entities:

• Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Georgia Allow LLCs to Move Out of State?
• Is My Georgia Entity Dissolved?
• Do I Need To Get a New EIN if I Domesticate My Company to Florida?
• How Does FL Patel Law PLLC Convert My Georgia LLC to a Florida LLC?
• How Long Does It Take To Complete a Domestication or Conversion to the State of Florida?
• What Are the Costs Involved in Domesticating My Georgia LLC to the State of Florida?
• What Are Some of the Risks Associated With a Conversion Gone Wrong?
• Increase Your Chances of a Successful Conversion
• What Are the Benefits of Converting My Georgia LLC to a Florida LLC?
• What Are the Tax Implications of Converting My Georgia LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Georgia LLC to a Florida LLC? 

Because of our state’s pro-business policies, Florida is an increasingly attractive prospect for Georgia business owners looking to relocate their limited liability companies (LLCs) to a new state. Businesses moving to Florida could also benefit from the fact that our state doesn’t impose its own state income tax, either. Entities from out of state, known as foreign entities, can become Florida LLCs through a transaction known as statutory conversion. 

Converting a Georgia LLC to a Florida LLC without the proper experience or guidance can be disastrous for you and your business. With FL Patel Law PLLC’s help, however, you can relocate your business safely and securely without the hassle of dealing with all that paperwork. Our firm has successfully reorganized over 140 businesses into Florida entities, providing us with the necessary insight to prepare them for success in their new state.

This article will review our firm’s process for converting a Georgia LLC to a Florida LLC, as well as how that process can save you time and money while helping you avoid mistakes and even potential liquidation. We’ll also go over some of the other risks and liabilities that you expose yourself to when attempting a conversion without an attorney’s assistance. 

Statutory conversion requires the perfect execution of multiple filings across different jurisdictions, each of which has their own specific requirements. Failing to follow those requirements can come with heavy consequences, including the dissolution of your LLC. When working with our firm, our corporate attorney will guide you through the conversion process while working diligently to minimize delays and complications. Keep reading to learn more about the risks of converting your Georgia LLC to a Florida LLC on your own.

Statutory conversion is a process that allows a Georgia LLC to legally change into a Florida LLC.

This type of change is known as a “conversion,” “domestication,” or “transfer” when the business is converting from one state to another. These terms are often used interchangeably.

By undergoing a conversion, an LLC can relocate from one state to another without dissolving or otherwise interrupting its continuity. Many business owners like this method because it serves to minimize disruptions while helping preserve important relationships, contracts, and licenses. This enables the Georgia LLC to operate in a new state while retaining its original rights, assets, privileges, and liabilities. 

After converting from a Georgia LLC to a Florida LLC, the company will be regulated by the Florida Revised Limited Liability Company Act instead of the Georgia Limited Liability Company Act unless it has a foreign qualification back in Georgia. This is something that you should discuss with your attorney. 

Georgia LLCs can use statutory conversion to become Florida LLCs under Section 14-11-906 of the Georgia Code. Georgia corporations interested in converting into Florida entities, however, must undergo a different procedure.

No – dissolution will liquidate your company, which should be avoided when converting a Georgia LLC to a Florida LLC. An unfortunate number of non-attorney sources suggest that this is a part of the process, but that isn’t the case. Dissolution should only be initiated when you’re ready to close your business down for good.

Whether or not your business needs a new EIN after domesticating to Florida will be decided on a case by case basis. However, the Internal Revenue Service (IRS) typically allows an LLC to continue using the same EIN after converting to a new state as long as the business underwent no other changes and maintained its continuity during the move. Protecting your LLC’s continuity is essential to keeping your original EIN, so consider hiring a law firm to convert your Georgia LLC to a Florida LLC if this is important to you. 

Below is a general outline of how we help our clients domesticate their Georgia LLCs to Florida. However, keep in mind that the specific steps in the conversion process can vary from business to business, so this is not guidance for your particular operation. Please schedule a consultation with our attorney for your unique situation.

The process of converting a Georgia LLC to a Florida LLC starts with an initial review of the client’s business and confirming whether statutory conversion is the best method for relocating the company. By understanding their operations and motivations for converting, we are able to develop a plan for transitioning the company to Florida that emphasizes efficiency and protecting its corporate identity.

We provide comprehensive support throughout the conversion process that includes:

• Drafting the Plan of Conversion and other required documents
• Ensuring compliance with the laws and other legal requirements in both states
• Filing the necessary documents with Georgia and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Georgia LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

Under most circumstances, our firm can convert a Georgia LLC to a Florida LLC in about two or three months. This is the fastest timeline that you can hope for, as our process has been refined over the course of hundreds of projects with efficiency in mind. Anyone saying that it can be done sooner is likely mistaken, and could be restarting as a new entity instead of converting.

The state agencies that process conversion filings are plagued with issues ranging from backlogs to short staffing and, as a result, usually need several weeks to process our paperwork. Because of this significant turnaround time, even simple mistakes on your conversion documents could set your relocation back for months. By partnering with our firm, however, you can ensure that your conversion stays on track and is accomplished as quickly as possible.

Georgia’s filing fee for converting your LLC to a Florida LLC is $95.00, while Florida’s is $155.00. This comes to a total of $250.00 in filing fees, although there will of course be other expenses along the way. Don’t forget that your mistakes will cost you, too, and those repeat fees and penalties can add up fast.

Our domestication projects are handled on a flat fee basis, with the cost based off of the complexity of the project. Schedule an initial consultation with our attorney to review your project and get a quote for your project. We handle domestication for our clients for both states and make everything as easy as possible while minimizing disruptions.

Without the proper experience, know-how, and attention to detail, converting a Georgia LLC to a Florida LLC can lead to all sorts of trouble. The good news is that our corporate attorney is equipped with the exact tools and knowledge necessary to relocate your LLC while working to protect you from potential liability and other problems.

Some of the common risks of attempting the conversion process without an attorney’s guidance include:

• Noncompliance with state laws
• Revocation of the LLC’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of business continuity
• Loss of limited liability protection
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – Depending on the LLC’s tax structure, its members could end up paying income taxes on appreciated assets if they make any errors during the conversion process. For instance, if an asset that was worth $100,000 at the company’s founding is now worth $1 million, and the company is mistakenly dissolved or liquidated, then the members could be taxed on the gained value.
• Title of Asset Issues – Another benefit of converting a Georgia LLC to a Florida LLC is that asset titles will automatically transfer over to the domesticated entity – that is, assuming the conversion process was handled correctly. This can make it difficult to prove ownership of those assets, which can cause major headaches when trying to sell a company, among other problems.

While this might look like a long list, these are only some of the problems that you could run into if you try to convert your Georgia LLC to a Florida LLC on your own.

With over 140 business conversions and domestications to our credit, our firm’s proven track record means that you can rest easier knowing that your interests are in safe hands when we’re the ones in charge of converting your Georgia LLC to a Florida LLC.

No matter how confident you might feel right now, converting your Georgia LLC to a Florida LLC without a lawyer’s oversight is a gamble that can place your business’s future in jeopardy. Hiring our firm is the best way to ensure that everything runs smoothly and that your company is set up for success when converting a Georgia LLC to a Florida LLC.

1. Many of our clients don’t need to file documents with the State of Georgia after converting their businesses into Florida LLCs.

2. Having an LLC in Florida enables our clients to team up with Florida professional accountants, attorneys, and service providers that know and live Florida LLC and business law.

3. With FL Pate Law PLLC managing your conversion, you can enjoy a seamless transition from Georgia to Florida without interrupting your business’s operations.

4. Skip the paperwork by having us draft the Florida Articles of Organization that will replace their original Georgia founding documents. All LLC powers remain LLC powers, along with rights, benefits, exemptions, privileges, and principles.

5. The LLC’s owners can keep their initial membership interests. However, make note that any liabilities of the LLC will remain unaffected by the Florida conversion, as will any pending lawsuits. Pending legal procedures or actions can be substituted with the name of the Florida LLC.

6. Owners of Georgia LLCs that have converted to Florida LLCs do not need to reside in the State of Florida.

7. Moving your LLC to Florida could eliminate the business’s taxable connection (nexus) in Georgia. This could save you money on state income taxes and/or other LLC taxes in your old state. Check with your tax professional for more guidance here, as it is unique to each business.

8. Your business can keep using the same EIN that it used as a Georgia LLC after domesticating to Florida. The LLC continues to exist and report taxes as it always did. Only its formation state changes during a statutory conversion.

9. The converted entity keeps the same bank accounts, the same taxpayer ID, the same operations, and the same contracts. Careful planning should be undertaken before engaging in domestication or conversion, as mistakes could close off some of these options.

Stay on the lookout for any tax implications that could come about as a result of converting your Georgia LLC to a Florida LLC. Our legal team can help you navigate some of these changes, but it’s essential to discuss this matter with your tax professional if you want to stay on the right side of the IRS. Some common issues to consider bringing up are:

• State Income Tax: Unlike Georgia, Florida does not require its residents to pay a state income tax, which could save your company money after converting to a Florida entity.

• Franchise Tax: Franchise tax is another tax that you might be able to escape from after converting your Georgia LLC to a Florida LLC. The company will need to close its account with the Georgia Tax Center and file final returns if required.

• Nexus: If your business still has a taxable connection (nexus) in Georgia after converting to a Florida LLC, then it will still need to adhere to Georgia tax laws despite its relocation. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a given state.

The benefits of working with our firm don’t stop after your business has relocated to Florida. Our conversion and domestication clients can continue to benefit from Attorney Patel’s experience and advice even after their move. They also receive a post conversion checklist and instructions to help them adapt to their new responsibilities as Florida business owners.

At the end of the project, you’ll also get to have a final consultation with Attorney Patel to go over any questions or concerns you might have after converting your Georgia LLC to a Florida LLC. Remember that, as a corporate law firm, we offer a suite of services to support our clients that could prove useful, if not necessary, to running a business in Florida.

The potential dangers involved in converting your own Georgia LLC to a Florida LLC should be averted at all costs. By trusting your conversion to our Florida corporate law attorney, you’ll have more time and energy to focus on running your business while we tackle the legal complexities of its relocation, too. Schedule with us and get started today.

Are you prepared to move your Georgia LLC to its new location across that southern border into beautiful sunny Florida? Call us at (727) 279-5037 or visit our flat fee service page to hire an experienced business conversion attorney to prevent your company from closing or ceasing operations over using the wrong attorney.

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