Can You Relocate or Convert a Maryland LLC to a Florida LLC?
Converting or Relocating a Maryland LLC to a Florida LLC
While Maryland has plenty to offer its residents, from lobster rolls to fishing off the New England coast, many Marylanders decide to make a permanent move to Florida to take advantage of our beautiful climate and the pro-business laws that our state has on the books. When business owners look to relocate to Florida, they often want to bring their businesses along with them. The good news is that it has never been easier to transfer your LLC from Maryland to Florida. This is because of a process known as statutory conversion. To be eligible, both Maryland and Florida law must permit its use. 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?
When using a statutory conversion to transfer your Maryland LLC to Florida, you can convert your business into a Florida LLC without needing to worry about interruptions, disruptions, or major changes to the company. Your business’s EIN, its management style, and any property rights held by the Maryland LLC carry over to the Florida LLC without issue. The only difference now is that your LLC is considered to have been a Florida LLC since its founding. That said, you might need to think of a new name for the converted entity if the name that your LLC used back in Maryland is already taken by a business in Florida. For that reason, we suggest performing a simple name search on the Florida Division of Corporation’s records database before making any final decisions.
Does Maryland Allow LLCs to Convert into Florida LLCs?
Yes, under Section 4A-1101 of the Maryland Corporation and Association Code.
(a) In this subtitle, “other entity” means:
(1) A Maryland corporation incorporated under Title 2 of this article;
(2) A foreign corporation, as defined in § 1-101 of this article;
(3) A partnership, as defined in § 9A-101 of this article;
(4) A limited partnership, including a limited partnership registered or denominated as a limited liability limited partnership under § 10-805 of this article or under the laws of a state other than this State;
(5) A business trust, as defined in § 1-101 of this article;
(6) Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country; or
(7) A foreign limited liability company.
Conversion
(b) Unless otherwise agreed, a limited liability company may convert to an other entity by:
(1) Approving the conversion in accordance with § 4A-1102 of this subtitle; and
(2) Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.
Md. Code Ann., Corps. & Ass’ns § 4A-1101
How Do I Convert my Maryland LLC to a Florida LLC?
Your Maryland LLC’s move to Florida begins by drafting a plan of conversion. This is a document that spells out how your business will be transferred to Florida. Once the plan of conversion has been signed by the owners of the LLC (also known as the LLC’s Members), then it is time to draft and file the paperwork requested by the relevant agencies in both the origin state and the destination state. Double-check both Florida’s and Maryland’s conversion statutes to ensure that you’re following the steps therein exactly. Mistakes in the conversion process can get costly, fast.
What Are the Effects of Transferring my LLC from Maryland to Florida?
There are no disruptive changes that occur when your LLC undergoes a statutory conversion into a Florida LLC. You won’t need to dissolve the Maryland LLC and restart in Florida, nor do you need to worry about interruptions. The original founding documents are replaced without delay by your Florida Articles of Organization. Your business’s EIN, real estate or property rights, and who owns what in the company all continue unchanged. But beware, this is also the case for any liabilities or lawsuits against the Maryland LLC. Those will follow your business to Florida uninterrupted as well. However, the Florida LLC may substitute in to keep everyone on the same page.
Should I Work With a Lawyer to Convert my LLC?
Absolutely! Our firm already has experience helping multiple LLCs from across America convert into Florida LLCs. We have worked with all industries, including consultants, service businesses, and start-ups in relocating to the state of Florida.
Are you ready to trade in the rocky shores of New England for Florida’s white-sand beaches? 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. Contact us today.
Source: Baltimore Harbor Bay Maryland by Unknown Artist from Pixabay.
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