Can You Relocate or Convert a North Carolina LLC to a Florida LLC?
Relocating or Converting a North Carolina LLC to a Florida LLC
Whether you’re an established North Carolina business interested in taking advantage of Florida’s business-friendly climate or a solo entrepreneur who just wants to move your LLC down south to escape the unending fields of kudzu, there are plenty of reasons to make the move from N.C. to Florida. Our firm has helped multiple clients from across the United States — including North Carolina — to transfer their LLCs to Florida through a process known as “statutory conversion.” This allows you to easily convert your North Carolina LLC into a Florida LLC without the hassle of starting a new business in a new part of the country. A full version of the conditions for Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act. However, you need to make sure that North Carolina allows LLCs to convert into “foreign entities” as well.
What Happens in a Conversion?
Statutory conversions allow business owners to move their LLCs from one eligible state to another without risking “discontinuance” or going through the trouble of starting over from scratch. Without them, you would be forced to temporarily stop doing business. The only thing that changes during a conversion is that your North Carolina LLC is now a Florida LLC and is considered to have been a Florida LLC since the beginning. It keeps its original EIN, retains the North Carolina LLC’s property deeds, but might need to get a new name if the original one has already been taken by a business in Florida. For this reason, it’s a good idea to do a simple name search before making any final decisions.
Does North Carolina Allow LLCs to Convert to Florida LLCs?
Yes. As of the writing of this article, it is possible to transfer a North Carolina LLC to the state of Florida pursuant to NC § 57D-9-32 of the General Statutes of North Carolina.
An LLC may convert to a different eligible entity if both of the following requirements are (1) The conversion is permitted by the law that will govern the organization and (2) The converting LLC complies with the requirements of this Part and to the
internal affairs of the surviving entity.
extent applicable the law that will govern the organization and internal affairs
of the surviving entity. (2013-157, s. 2.)
An LLC may convert to a different eligible entity if both of the following requirements are
(1) The conversion is permitted by the law that will govern the organization and
(2) The converting LLC complies with the requirements of this Part and to the
How Do I Convert my North Carolina 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 North Carolina.
What Are the Effects of Converting My LLC From North Carolina to Florida?
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 North Carolina 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 North Carolina 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?
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 North Carolina LLC down the coast 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.