Can You Relocate or Convert a Pennsylvania LLC to a Florida LLC?
Relocating or Converting a Pennsylvania LLC to a Florida LLC
We have good news for Pennsylvania business owners, consultants, and other entrepreneurs interested in relocating to Florida. A Pennsylvania LLC can be transformed into a Florida LLC by employing a process known as a statutory conversion, which lets you move your LLC without risking discontinuity. Pennsylvania corporations can’t convert, but they do have an almost identical process available to them called domestication. 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 Domestication?
A statutory conversion is one of the best methods for transforming your Pennsylvania LLC to a Florida LLC without having to jump through any extra hoops or make any major alterations to how your company functions. After the conversion is complete, the LLC will have the same EIN, property deeds, and management structure that it had back in its original state. The biggest change here is that your business is now considered to have been a Florida LLC since its initial incorporation. That said, you might need to change your LLC’s name if it is already in use in Florida. Because of this, we recommend that our clients perform a quick name availability check using the Florida Division of Corporation’s website before making any final decisions.
Does Pennsylvania Allow Limited Liability Companies to Move to Florida?
Yes! Pennsylvania LLCs can become Florida LLCs under Title 15 Subchapter E of the Pennsylvania Consolidated Statutes § 351(a)(3).
15. Pa.C.S. § 351(a)(3)
(a) Domestic converting associations.–Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:
(1) A domestic entity may become a domestic entity of a different type or a domestic banking institution.
(2) A domestic banking institution may become a domestic association of a different type.
(3) A domestic entity may become a foreign association of a different type, if the conversion is authorized by the laws of the foreign jurisdiction.
How Do I Convert a Pennsylvania LLC to a Florida LLC?
Converting your Pennsylvania LLC to a Florida LLC typically starts by drafting a plan of conversion. This is a document spelling out how your business will move to Florida. Next, the plan needs approval from the Pennsylvania LLCs members before paperwork can be filed with the respective agencies in both states. Make sure that you follow the conversion statutes in both states and follow the prescribed steps exactly. Otherwise, you could risk temporarily dissolving your LLC.
What are the Effects of Converting a Pennsylvania LLC?
The impact on your business from a statutory conversion is minimal at best. The LLC is still the same entity that it always was, only with a new jurisdiction. The owners retain the same membership interest that they held back in Pennsylvania. Any property rights held by the converting entity remain vested in the Florida LLC once the transfer is complete. Your company’s original Pennsylvania Articles of Organization will be canceled and replaced by the Articles of Organization filed with Florida’s Division of Corporations without delay.
It’s essential to know that any liabilities faced by the converting business will continue uninterrupted, too. The same goes for any lawsuits against the Pennsylvania LLC.
Should I Work with a Lawyer to Convert My Pennsylvania LLC to a Florida LLC?
Yes! We can help you move your business to Florida. We have worked with many businesses across all industries, including consultants, service businesses, e-commerce, and start-ups to help them relocate their headquarters to the state of Florida as quickly and painlessly as possible.
Are you ready to move from a state known for a broken bell to one prized for its white-sand beaches? 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.
Image Source: Pittsburg Pennsylvania Skyline by Unknown Artist from Pixabay.