Can You Relocate or Convert a Kansas LLC to a Florida LLC?
Relocating or Converting a Kansas LLC to a Florida LLC
Many people from Kansas – including small business owners and other entrepreneurs – decide to make the move down from the Great Plains to Florida in order to enjoy our sunny beaches and glowing economy. We’ve helped many of our clients to relocate their businesses to Florida through a simple process known as statutory conversion. A full version of the conditions can be found in Chapter 605 of the Florida Revised Limited Liability Company Act.
What Is a Conversion or a Domestication?
A statutory conversion transfers your LLC from Kansas to Florida while maintaining continuity. This means that you can move your business interests to Florida without interruption. The converted LLC retains the EIN, property deeds, and management structure that it had back in Kansas. Your LLC will be considered to have been a Florida LLC since incorporation. That said, it’s important to perform a simple name check before making your move to see if a business in Florida is already using the same name as your Kansas LLC. If the name is taken, then you will need to decide on a new one for your converted entity.
Does Kansas Allow Limited Liability Companies to Move to Florida?
Yes, pursuant to Section 17-78-401 of Chapter 17 of the Kansas Statutes Annotated.
(a) Except as otherwise provided in this section, by complying with K.S.A. 2019 Supp. 17-78-401 through 17-78-406, and amendments thereto, a domestic entity may become:
(1) A domestic entity of a different type; or
(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 2019 Supp. 17-78-401 through 17-78-406, and amendments thereto, applicable to foreign entities a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity’s jurisdiction of organization
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after the effective date of this act.
How Do I Convert my Kansas LLC to a Florida LLC?
The conversion process begins by drafting a plan of conversion. This document details the method – statutory conversion – that your LLC will use to transfer to Florida. The plan of conversion needs to be approved by the Kansas LLC’s Members before filing the requisite paperwork with the state agencies in both Kansas and Florida. Carefully review the conversion statutes for both states to make sure that you follow the exact steps prescribed. Otherwise, you could risk temporarily dissolving your LLC.
What Are the Effects of Converting My LLC?
The changes made by a statutory conversion are minimal – your LLC is still the same business entity that it always was. The owners keep the same percentage of interest in the company and all property rights held by the Kansas LLC will remain vested in the Florida LLC after the transfer. All that happens is that the Kansas LLC’s Articles of Organization are canceled and seamlessly replaced with those filed with Florida’s Division of Corporations.
However, you should know that any liability accrued by or lawsuits against your Kansas LLC will also follow your business to Florida after the conversion. However, the Florida LLC’s name may be substituted in for the Kansas LLC’s in any lawsuits for the sake of clarity.
Should I Work With a Lawyer to Convert My LLC?
Yes! We can help you with converting your LLC to the state of Florida. We have worked with many businesses including consultants, service businesses, e-commerce businesses, and start-ups to help them relocate their headquarters to the State of Florida.
Are you ready to move your Kansas LLC from the Midwest down to sunny and beautiful 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 flat fee service page.