How to Change, Domesticate, or Convert a New Hampshire LLC to a Florida LLC

Relocating, Domiciling, Transferring, or Converting a New Hampshire LLC to a Florida LLC

Updated: July 3, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile a New Hampshire Limited Liability Company (LLC) to Florida;
• Maintain the same EIN and identity of the LLC;
• Enjoy tax benefits provided to Florida residents.

Entities:

• New Hampshire Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does New Hampshire Allow LLCs to Move Out of State?
• Is My New Hampshire 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 New Hampshire 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 New Hampshire 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 New Hampshire LLC to a Florida LLC?
• What Are the Tax Implications of Converting My New Hampshire LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My New Hampshire LLC to a Florida LLC?

Florida is one of the most popular states among business owners and entrepreneurs, and it’s easy to see why. In addition to having no state income taxes in addition to many other pro-business policies, our state has a lot to offer LLCs and corporations looking to give their operations a new home. This type of move can be made possible using a corporate transaction known as statutory conversion, which can change your New Hampshire LLC to a Florida LLC.

A transition as complicated as domesticating or converting a New Hampshire LLC to a Florida LLC presents many opportunities for things to go wrong if you don’t have a lawyer’s help, but FL Patel Law PLLC can make all the difference in securing a successful move. 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 page will tell you about our firm’s tried and proven procedure for converting a New Hampshire LLC to a Florida LLC. It will also elaborate on how our expertise and guidance can help prevent setbacks and legal trouble while working to make things easier on your company’s budget, too. Finally, there will be some words of warning of the dangers awaiting those who attempt a project of this size without an attorney’s assistance.

The threats of an incorrectly executed conversion could delay your company’s move or even lead to its liquidation. Our legal team can help you successfully navigate your way through the complex process of converting a New Hampshire LLC to a Florida LLC while ensuring legal compliance at every step. Contact us now to get started.

Statutory conversion is a legal process available in certain states for changing an entity’s formation state and domicile. It’s the method that we like to recommend when a client hires us to relocate a New Hampshire LLC to Florida.

When moving a business from one state to another, statutory conversions are also sometimes known as “domestications” or “transfers.” These terms are often used interchangeably.

Conversions preserve an LLC’s continuity and corporate identity, which in turn helps it keep important relationships, contracts, and licenses. The New Hampshire LLC’s rights, assets, privileges, and liabilities will also transfer over to the resulting Florida entity.

Once the New Hampshire LLC has transferred to Florida, it will be governed by the Florida Revised Limited Liability Company Act rather than the Revised New Hampshire Limited Liability Company Act. However, the company will need to follow the laws prescribed by both states if it has a foreign qualification or economic nexus in New Hampshire after converting from a New Hampshire LLC to a Florida LLC. Be sure to talk to our attorney about this during your consultation.

New Hampshire allows New Hampshire LLCs to convert to Florida LLCs under Section 304-C:205 of the New Hampshire Revised Statutes. New Hampshire corporations have a similar path to Florida open to them, which you can read more about here.

Converting your company from a New Hampshire LLC to a Florida LLC will not dissolve it unless you make a mistake with your documents, filings, or other parts of the relocation effort. Be sure to ignore any advice suggesting that dissolving an LLC is a part of the conversion process, too, as this is misleading. The business’s liquidation is all that can or will come about from initiating dissolution, and it should only be done if it’s time to close down for good.

While the IRS decides this on a case by case basis, their general guidance is that converting entities can keep using the same EIN as long as there are no changes to the business’s corporate identity and no interruptions to its continuity. Keeping your original EIN can be a massive convenience, and working with a law firm to convert your New Hampshire LLC to a Florida LLC helps secure that possibility.

All conversions share some key steps, but there will be some differences depending on what state the business is coming from as well as the business itself. What follows is a generalized outline, and not advice or instructions for converting a New Hampshire LLC to a Florida LLC. Please schedule a consultation with our attorney now for help domesticating your business entity.

To help us develop a plan for domiciling the business to Florida, we start with reviewing the business that our client wants to convert from a New Hampshire LLC to a Florida LLC. This step also helps us head off any potential problems and also gives us the information we need to ensure that all of our client’s goals are met over the course of the project.

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 New Hampshire and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a New Hampshire LLC to a Florida LLC
• An exit consultation to address final concerns and questions

One of the many advantages of partnering with us to convert your New Hampshire LLC to a Florida LLC is that your company will be reorganized as a Florida entity as quickly as possible – in about two or three months. Because of our great amount of experience with these kinds of projects, you can move forward knowing that you aren’t sacrificing your relocation’s security for speed or efficiency, either.

Much of this time will be spent waiting on the state agencies in New Hampshire and Florida responsible for processing conversion and domestication documents. Because these agencies often have to deal with their own backlogs, short staffing issues, and other problems, your company’s relocation can be significantly delayed if you need to file anything a second or third time. An attorney’s help is essential to getting things right the first time around and keeping your project on schedule.

New Hampshire’s filing fee of $35.00, when combined with Florida’s filing fee of $155.00, comes to a total of $190.00. That number will only grow higher, though, if you need to re-file in order to correct any mistakes or missing information in your paperwork because you decided to attempt your conversion or domestication without an attorney’s oversight.

FL Patel Law PLLC provides flat fees for conversion and domestications, which makes budgeting easier for our clients. The specific cost is based on the client’s company and the complexity of its relocation. Schedule an initial consultation with our attorney to review and get a quote for your project now.

Successfully domesticating or converting a company from one state to another calls for diligence and an ability to understand and navigate laws across multiple jurisdictions. However, an attorney can help you avoid these costly mistakes, which could save your company money in the long run while protecting its continuity.

Some of the common risks of trying to convert a New Hampshire LLC to a Florida LLC without a legal team’s assistance include, but are in no way limited to:

• 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 New Hampshire 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.

Again, the above is not a comprehensive list of the dangers posed to both you and your business by a defective conversion.

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 New Hampshire LLC to a Florida LLC.

All the time, effort, and money that’s been invested into your business could be lost if your conversion is unsuccessful because it lacked attorney oversight. Hiring our firm is the best way to ensure that everything runs smoothly when converting a New Hampshire LLC to a Florida LLC. We’ll look out for your company’s interests at every stage of its relocation to our state.

1. Many companies that domesticate to Florida no longer have a nexus in their previous state after relocating. In those situations, the LLC doesn’t need to file with the State of New Hampshire ever again, unless it decides to restart its operations there in the future.

2. Converting a New Hampshire LLC to a Florida LLC opens you up to network with Florida professional accountants, attorneys, or service providers that know and live Florida LLC and business law.

3. Using this method to domesticate a business allows it to move from New Hampshire to Florida without interruptions or delays.

4. Florida Articles of Organization will seamlessly replace your LLC’s initial founding documents from New Hampshire. The LLC will also retain all of the powers, rights, benefits, exemptions, privileges, and principles that it enjoyed in its previous state as well.

5. The owner’s membership interest will not be impacted when converting a New Hampshire LLC to a Florida LLC. Real estate and other property rights will also transfer to the Florida LLC after conversion. However, make note that any liabilities of the LLC will remain unaffected by the Florida conversion, as will any pending lawsuits. Any pending legal procedures or actions will be substituted with the name of the Florida LLC.

6. The LLC’s members don’t need to live in Florida after domesticating the business from New Hampshire.

7. LLCs that relocate to Florida don’t need to keep a taxable connection, also known as a nexus, in the state that they were started in, which can lower the company’s tax burdens. Check with your tax professional for more guidance on taxes, as the specifics will be unique to each business.

8. Converting a company allows it to continue using the same EIN to report taxes as it did before. This is because the converted entity is still the same one that was founded in New Hampshire, just with a new domicile.

9. Converting a New Hampshire LLC to a Florida LLC allows the business to keep the same bank accounts, the same taxpayer ID, the same operations, and the same contracts. Careful planning, however, should be undertaken before engaging in domestication or conversion to ensure that this transfer takes place.

The tax implications that can come up when converting a New Hampshire LLC to a Florida LLC should be accounted for before moving your company. That said, our firm can only offer general advice in this area, so your tax professional’s assistance with this project is as essential as our own. Some common tax issues to discuss with them include:

• State Income Tax: Neither Florida nor New Hampshire have a state income tax, which means that moving to our state can have a lower tax burden than some other destinations. Federal reporting requirements, of course, will remain the same.

• Franchise Tax: Another tax that companies can potentially free themselves from by converting to Florida entities is franchise tax. However, they should be sure to close out their accounts with the New Hampshire Department of Revenue Administration and file final returns if necessary.

• Nexus: Having a nexus (taxable connection) to a state means that a company needs to follow that state’s tax laws. In other words, if your LLC still has a nexus in New Hampshire after it converts to a Florida LLC, then the tax codes of both jurisdictions will apply.

With over a decade of experience practicing law, Attorney Patel’s guidance and advice throughout the conversion process can be highly beneficial from both business and legal perspectives. As a corporate attorney, he has many skills and resources available to him that can make life easier for Florida business owners.

The conversion project will conclude with a thorough consultation that gives our clients a chance to ask any questions they have left about their company’s relocation. They also receive a post-conversion checklist with instructions to help them adapt to their new responsibilities as Florida business owners.

Companies all too frequently underestimate the dangers of reorganizing their entities in a new state. Placing us in charge of converting your New Hampshire LLC to a Florida LLC gives you more time and energy to focus on running your business while we tackle all the paperwork and legal jargon. Schedule with us and get started now.

Are you ready to take your New Hampshire LLC down to its new home in scenic Florida? Protect your business from dissolution and discontinuity with our corporate attorney’s help by calling (727) 279-5037 or by scheduling a time through our online calendar.

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