Relocating, Domesticating, or Converting a Utah LLC to a Florida LLC

Can You Relocate, Domicile, Transfer, or Convert a Utah LLC to a Florida LLC?

Updated: August 24, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Utah Limited Liability Companies (LLCs)

Table of Contents

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

Moving your LLC from Utah to Florida has the potential to be highly beneficial for your company and any fellow members that you might have. For instance, Florida issues fewer state taxes when compared to most other states, and we have many other policies and laws in place designed to support business owners as well. The good news is that this move can be made without dissolving your original entity thanks to a process called statutory conversion.

The challenges of converting a Utah LLC to a Florida LLC can present many risks for both the business and its owners, but FL Patel Law PLLC’s assistance can make all the difference when it comes to ensuring a seamless transition. 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 introduce you to our firm’s process for safely converting a business to Florida from out of state as well as how working with us could actually save your company time and money in the long run. It also has some vital information about the consequences of an incorrectly executed conversion and how the right legal guidance can help prevent fines, delays, and worse from impacting your company during its transition to Florida.

Even simple errors and commissions can have serious results when moving an LLC across state lines. You could even liquidate your business depending on what goes wrong. Our firm can help make sure that your company enjoys a secure transition from Utah to Florida while also looking out for legal and tax compliance. Keep reading for more about the dangers of moving forward converting a Utah LLC to a Florida LLC without an attorney’s help.

Statutory conversion can be used to change your Utah LLC to a Florida LLC, which enables it to move to Florida with its continuity and corporate identity intact.

This process is often referred to as “domestication,” “conversion,” or “transfer” when the entity is converting to a different state. These terms can often be used interchangeably.

Converting a Utah LLC to a Florida LLC allows it to relocate with minimal disruptions, which helps preserve important relationships, contracts, and licenses. The Utah LLC’s rights, assets, privileges, and liabilities will follow the company to Florida as well. None of this would be possible if, for example, you had to dissolve your original business and form a new entity in your chosen state.

The Florida Revised Uniform Limited Liability Company Act will start applying to your business immediately upon its conversion from a Utah LLC to a Florida LLC. Be aware that your business might need to continue following the Utah Revised Uniform Limited Liability Company Act under certain conditions even after its move. Such circumstances include having a foreign qualification or nexus in Utah. Talk to our attorney about this during your meeting together.

A Utah LLC can convert into a Florida LLC according to Section 48-3a-1051 of the Utah Code. Utah also allows corporations to move out of state using a similar process commonly called domestication.

The only way that your company will be dissolved at any point during the conversion process is if mistakes are made because the project lacked legal oversight. Be sure to ignore any sources you find online that state that dissolving your entity is required to convert a Utah LLC to a Florida LLC, as this is not true. This preservation of your business’s continuity is one of the main advantages of statutory conversion, and the best way to secure it is with an attorney’s help.

In many cases, the Internal Revenue Service (IRS) allows a company’s EIN to carry over during its conversion as long as they still consider it to be the same entity both before and after it relocates to its new domicile. For this to be the case, there can be no changes to the business’s identity other than its new formation state, and there can be no interruptions to its continuity, either. That said, the IRS will ultimately decide this on a case-by-case basis.

Using our experience and insight, we’ve developed a core set of procedures that we use to safely and successfully relocate companies to Florida from out of state. However, keep in mind that the specific requirements to convert a business will vary from project to project depending on the business’s needs and the involved states. This is a general overview, not instructions for converting a Utah LLC to a Florida LLC. For that level of detailed and dedicated guidance, schedule your consultation with us now.

Converting a Utah LLC to a Florida LLC with our firm starts with an initial consultation and a review of the client’s business. This review allows us to gather pertinent information for the company’s move and helps confirm that it qualifies for statutory conversion as well. Next, we use what we’ve learned to put together a plan that will satisfy our client’s goals for relocating their company to Florida. This information is also critical to preventing problems before they can become an issue for the client or their LLC.

The full support and guidance that we provide when hired to convert a Utah LLC to a Florida LLC 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 Utah and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Utah LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

Completing your company’s conversion as quickly as possible is yet another way that you can benefit from our law firm’s expertise. This speed comes from our refined inner processes and our great familiarity with these types of transitions. This works out to about two or three months for most businesses, although more time could be required depending on your LLC’s size and assets.

Because the state agencies responsible for your conversion documents will each need several weeks of processing time, any mistakes that you make with your filings can lead to significant setbacks. These agencies often face delays of their own, too, due to backlogs, staffing problems, or other issues. This leaves little to no margin for error if you want to keep your company’s conversion from a Utah LLC to a Florida LLC on schedule.

As far as filing fees are concerned, Utah charges $37.00 and Florida charges $155.00, which comes to a total of $192.00 – and that’s assuming that you get everything right the first time. In addition to the repeated fees that you will need to pay to correct any errors or omissions, the consequences of those mistakes can also drive your company’s expenses higher, especially if you encounter compliance problems or accidentally dissolve your business.

In addition to helping prevent these unwanted and unnecessary expenses, our firm makes budgeting easier for our clients by providing flat fees for our conversion services. These fees are based on the demands of that particular relocation. Schedule your initial consultation with our attorney now to review your project and get a quote for converting it from a Utah LLC to a Florida LLC.

Successfully converting a Utah LLC to a Florida LLC requires navigating the different laws and requirements in both states, great attention to detail, and many other skills possessed by our legal team. You’re risking more than just delays, fines, and other extra costs, too, as certain mistakes could place your company’s very future in jeopardy. Working with an attorney is the best way to protect your interests during such a big transition.

If you choose to move forward with this alone, bear in mind that you and your company could be exposed to the following risks when converting from a Utah LLC to a Florida LLC:

• 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 Utah 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.

Only a law firm with great experience handling these types of relocations knows how to prevent all of these problems – as well as those that we didn’t have room to list – from impacting your business during its move.

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 Utah LLC to a Florida LLC.

An attorney’s assistance is the best way to ensure a successful move from state to state. Converting a Utah LLC to a Florida LLC is no small undertaking, and it deserves the level of skill and professionalism that we bring to every relocation project that comes by our firm.

1. Your company won’t need to file with the State of Utah again if its conversion removes its nexus in its original formation state. A nexus is a company’s taxable connection to a specific state, and we’ll explain a little bit more about that further down.

2. Becoming a Florida business owner means that you can team up with Florida professional accounts, attorneys, and other helpful service providers who could prove useful for your upcoming projects.

3. Your company’s ability to do business won’t be interrupted during its seamless transition from Utah to Florida when you hire our attorney to manage its conversion.

4. We help ensure that our client’s Florida Articles of Organization replace the LLC’s Utah founding documents without delay, which is essential to protecting its continuity.

5. Everyone’s membership interest will stay the same throughout the conversion process. Real estate and property rights will also stay with the LLC, as will any liabilities or pending lawsuits. Any pending legal procedures or actions can be substituted with the name of the Florida LLC.

6. The members of the LLC don’t have to live in Florida.

7. There’s no requirement for your Florida LLC to keep its nexus in Utah after its conversion, which could result in lower state income taxes and/or other taxes that your company had to pay in its previous jurisdiction.

8. Converting your Utah LLC to a Florida LLC won’t change its EIN. Your Florida entity is the same business that existed in Utah, just with a new official state of formation.

9. Statutory conversion also allows your business to keep the same bank accounts, taxpayer ID, operations, and contracts as a Florida LLC that it had as a Utah LLC. Careful planning should be undertaken before starting your company’s transition to help ensure that this is the case, however.

Although some of these changes could work in your business’s favor, you still need to prepare for the tax consequences of converting your Utah LLC to a Florida LLC. Be sure to get your tax professional’s help with this, as the specifics will be unique to your business, and our firm can only offer limited advice in these areas. A few things to think about bringing up with them include:

• State Income Tax: Because Utah has a state income tax while Florida doesn’t, your company could lower its tax burden by converting from a Utah LLC to a Florida LLC. Federal income taxes, of course, will continue to be a responsibility.

• Franchise Tax: Another tax that your business might not have to deal with after it becomes a Florida LLC is franchise tax, as our state doesn’t have that, either. The LLC will need to close its account with the Utah State Tax Commission and file final returns if necessary.

• Nexus: Your Florida LLC may still have to pay taxes issued by the State of Utah if it still has a nexus there after its move. A company must follow the tax laws of each and every state where it has a nexus. Generally, it’s established when a business has a physical presence, employees, or substantial activities in a given state.

Once we’ve finished converting the Utah LLC to a Florida LLC, Attorney Patel will meet with the client one last time to answer any remaining questions that they could have about their relocation. We also provide them with a post-conversion checklist with instructions to help guide them through their new responsibilities as Florida business owners.

As both a lawyer and an entrepreneur himself, Attorney Patel can provide tried-and-trusted advice on business and legal matters both before and after your company’s transition to Florida. We’ve focused our law firm towards providing services that make life easier for Florida business owners in any number of different ways, some of which might prove useful to your company in the future.

The risks to your LLC and its members increase exponentially if you try to take on a project like this alone. By trusting your conversion to Attorney Patel, you’ll have more time and energy to focus on running your business while we tackle the legal complexities of its relocation. Schedule with us now to get started on your company’s conversion from a Utah LLC to a Florida LLC.

Are you ready to move from Utah down to Florida’s 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 by choosing your time through our online calendar.

Image by AndreyKrav from Canva.