Can You Relocate or Convert a New Jersey LLC to a Florida LLC?

Can You Relocate or Convert a New Jersey LLC to a Florida LLC?

Converting or Relocating a New Jersey LLC to Florida

New Jersey LLC owners who are interested in moving their businesses to Florida have the option of using a statutory conversion to make that change happen. We recommend the process to many of our out-of-state Clients who want to relocate because it preserves the business’s continuity. To be eligible, both Florida and the original state must have laws allowing it. 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?

Converting your New Jersey LLC into a Florida LLC means that you can relocate your business without having to shut down operations or otherwise interrupting its continuity. In other words, your company can keep doing business during the statutory conversion. Because this process legally alters the LLC’s state of origin, your business will be treated as if it had originally formed in Florida rather than New Jersey. Everything else — the company’s EIN, incorporation date, management structure, and property rights — all stay the same.

You might, however, have to find a new name for your business if the one you want is already taken by Florida entity. Because of this, it’s important to perform a name availability search before filing your paperwork. 

Does New Jersey Allow LLCs to Convert to Florida LLCs?

Yes, according to N.J. Stat. Ann. § 42:2C-82.

b. A limited liability company may become a foreign limited liability company pursuant to this section, sections 83 through 85 of this act, and a plan of domestication, if: 

(1) the foreign governing statute authorizes the domestication; 

(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and 

(3) the limited liability company complies with the foreign governing statute in effecting the domestication. 

N.J. Stat. Ann. § 42:2C-82

How Do I Convert My New Jersey LLC into a Florida LLC?

Converting your business from a New Jersey LLC into a Florida LLC starts by drafting a Plan of Conversion that will then need to be approved by the LLC’s Members. Then, you can file the necessary paperwork with the respective agencies in both states. Carefully follow the steps prescribed by the statutes of both New Jersey and Florida. Mistakes in the conversion process can be disruptive and can even threaten your business’s continuity.

What are the Effects of Converting My New Jersey LLC into a Florida LLC?

Aside from changing your origin state, the conversion process will have a minimal impact on your LLC. Once filed, your new Florida Articles of Organization will replace your original founding documents, completing the conversion. Real estate and other property rights held by the New Jersey will continue on to the converted entity. Membership interests, too, will go unchanged. 

Be aware that any liabilities, lawsuits, or other proceedings against the converting LLC will also follow it to Florida, although the name may be amended to reflect the conversion. 

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.

Absolutely! Our firm already has experience helping both single and multi-member LLCs from across America convert into Florida LLCs. We have worked with all industries, including consultants, service businesses, e-commerce businesses, and start-ups in relocating to the state of Florida.

Ready to take your New Jersey LLC down to the Sunshine State? 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.

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About Us

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

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