Can You Relocate or Convert a North Dakota LLC to a Florida LLC?

Can You Relocate or Convert a North Dakota LLC to a Florida LLC?

Transferring or Converting a North Dakota LLC to a Florida LLC

If you’re a North Dakota LLC Owner (also known as an LLC Member) who wants to relocate your business to Florida to take advantage of our state’s many pro-business laws and policies, then we’d like to take a moment to tell you about something our state offers known as a conversion. Much like corporate domestication, a conversion allows an LLC formed in another state to legally change its place of formation, thus becoming a Florida LLC. A full version of the conditions can be found in Chapter 605 of the Florida Revised Limited Liability Company Act.

What is a Conversion?

A conversion is a statutory process for amending a qualifying LLC’s state of formation. It doesn’t threaten the LLC’s continuity, and it’s a lot less of a hassle than dissolving your North Dakota LLC and trying to rebuild it from scratch down in Florida. Conversions don’t require that your business undergo any major changes, although it may need a new name if the one you use in North Dakota is already taken by a business in Florida, so be sure to conduct a name availability search before filing. Everything else, including the LLC’s EIN, management structure, property deeds, and even its incorporation date stay the same.

Does North Dakota Allow LLCs to Convert or Move Out of State?

Yes, according to N.D. Cent. Code Ann. § 10-32.1-67.

2. A limited liability company may become a foreign limited liability company pursuant to this section, sections 10-32.1-67 through 10-32.1-71, and a plan of domestication if: 

a. The governing statute of the foreign limited liability company authorizes the domestication; 

b. The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and 

c. The foreign limited liability company complies with its governing statute in effecting the domestication. 

N.D. Cent. Code Ann. § 10-32.1-67

How Do I Convert My North Dakota LLC? 

The first thing that you need to convert a North Dakota LLC to a Florida LLC is a Plan of Conversion. This document is pretty much what the name implies — it’s a formal record of how the conversion will take place. All of the LLC’s Members must approve of the Plan of Conversion before anything can be filed. Then, you can send out the paperwork required by state agencies in both North Dakota and Florida. It’s important to strictly follow the statutes in both states when doing this, as mistakes could lead to your LLC’s liquidation. 

What are the Effects of Converting My North Dakota LLC? 

Using a statutory conversion to turn your North Dakota LLC into a Florida LLC will have a minimal impact on your business and operations, save for altering its state of formation. Your Florida Articles of Organization will replace your LLC’s initial formation documents immediately once they have been processed by Florida’s Division of Corporations. The converted entity retains the same real estate and property rights, and all the Members will have the same interest as before. Be aware, however, that lawsuits, liabilities, and other proceedings will transfer over the Florida LLC as well. 

Should I Work With FL Patel Law 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! Our firm can help you convert your North Dakota LLC to a Florida LLC. We’ve worked with numerous clients including consultants, service businesses, and more to relocate to the state of Florida. Start your business’s next journey on the right foot by contacting us today.

Ready to begin your LLC’s next chapter in a more tropical climate? 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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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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