Can You Relocate or Convert a Michigan LLC to a Florida LLC?

Can You Relocate or Convert a Michigan LLC to a Florida LLC?

Relocating or Converting a Michigan LLC to a Florida LLC

Many people move to Florida, including businesses and companies. We help a lot of our clients relocate or transition their business interests to the state of Florida. One of the simplest ways to do this is by “statutory conversion,” when it’s available. 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 lets you transfer an LLC from Michigan to the state of Florida without any major interruptions. Your business will have the same EIN, the same property deeds, and the same management structure. The only change is that your Michigan LLC is now a Florida LLC and will be treated as if it was a Florida LLC from the start. However, if your Michigan LLC’s name is already taken in Florida, then you will need to decide on a new name for the business as well.

Does Michigan Allow Limited Liability Companies to Move Out of State?

Yes. As of the date of this article, it is possible to transfer a Michigan LLC to the state of Florida under Section 450.4708 of the Michigan Limited Liability Company Act.

Under Sec. 708.

(1) A domestic limited liability company may convert into a business organization if all of the following requirements are satisfied:

(a) The conversion is permitted by the law that will govern the internal affairs of the business organization after conversion and the surviving business organization complies with that law in converting;

(b) Unless subdivision (d) applies, the domestic limited liability company proposing to convert adopts a plan of conversion…;

(c) A vote of the members of a domestic limited liability company is required to adopt a plan of conversion under subdivision (b).

[annotated, please see statute for full text]

How Do I Convert My Michigan LLC to a Florida LLC?

Typically, your LLC needs to draft a plan of conversion outlining the process and mechanism used to transfer your LLC. Once it is approved, you will draft and file the appropriate paperwork with the respective state agencies. You should review the conversion sections of the Limited Liability Company Act and follow the exact steps prescribed by the statutes of both the state of Florida and the state of Michigan.

What Are the Effects of Converting My LLC?                             

As mentioned above, transferring your LLC to Florida through a conversion helps maintain your business’s continuity. While the original Articles of Organization filed in Michigan will be canceled, they’ll be replaced by Florida Articles of Organization without delay. It’s still the same entity that existed before the conversion. Similarly, the old LLC’s membership interest will be converted into Florida LLC membership interest, retaining the original ownership structure.

Any real estate or other property rights owned by the Michigan LLC will also remain vested in the Florida LLC after the transfer. However, it’s important to know that the converting business’s liabilities will be transferred to the new LLC as well. This is also the case for any lawsuits against the LLC in the original state. These lawsuits can either continue without interruption, or the Florida LLC can be substituted in for the sake of clarity.

Should I Work With a Lawyer to Convert My LLC?

 Mistakes during the conversion process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. 

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 Michigan 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.

About Us

FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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