Can You Relocate or Convert a Virginia LLC to a Florida LLC?

Can You Relocate or Convert a Virginia LLC to a Florida LLC?

Converting or Relocating a Virginia LLC to Florida

Logistics aside, moving your Virginia LLC to Florida isn’t as hard as you might think thanks to something known as statutory conversion. Statutory conversion allows qualifying businesses to change their state of origin and move from one jurisdiction to another. Still, it’s important to understand what you’re getting into before starting out, as mistakes made during the process could lead to your business’s dissolution. The good news is that our firm has the experience and the methodology to handle your conversion without a hitch. A full version of the conditions for Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act

What Happens During a Statutory Conversion?

Your Virginia LLC will be able to keep doing business as usual during the conversion. The state of origin is all that changes. The converted LLC retains the same EIN, management, tax structure, and any property rights. Even the date of incorporation will remain the same, and the business will now be treated as if it had been originally formed in Florida. You might, however, need a new name for the LLC if the original one is in use by a Florida entity. This is why we recommend performing a simple name search first.

Does Virginia Allow LLCs to Convert to Florida LLCs? 

Yes, according to Va. Code Ann. § 13.1-1074. Virginia corporations have a similar option available to them, known as corporate domestication.

B. A domestic limited liability company not required by law to be a domestic limited liability company may become a foreign limited liability company if the jurisdiction in which the limited liability company intends to domesticate allows for the domestication. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved in the manner provided in this article. The laws of the jurisdiction in which the limited liability company domesticates shall govern the effect of domesticating in that jurisdiction. 

Va. Code Ann. § 13.1-1074

How Do I Convert My Virginia LLC to a Florida LLC?

Changing your Virginia LLC’s state of origin to Florida starts with a Plan of Conversion. Once the Member or Members have approved the Plan, the requisite paperwork can be filed with the appropriate agencies in both Virginia and Florida.  It’s advisable to have an attorney help with this, as mistakes at this point could interrupt your business’s continuity or even cause it to be dissolved. To ensure that you’re compliant, closely review Florida and Virginia’s conversion statutes before proceeding. 

What Happens When I Transfer my LLC from Virginia to Florida?

Your business’s continuity will be preserved when converting your Virginia LLC into a Florida LLC via statutory conversion. Once filed, your new Florida Articles of Organization will replace your original Virginia Articles right away. This will still be the same business entity that it always was, just with a new origin state in a warmer climate. The LLC’s property rights, ownership structure, and membership interests remain unchanged. This also goes for any lawsuits, liabilities, or other proceedings against the Virginia LLC, which will carry over to the converted entity as well.

Should I Hire 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.

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.

Ready to embrace the good life by moving your Virginia LLC down to beautiful Florida? Don’t risk your business’s continuity – enlist the help of an experienced business domestication attorney by calling(727) 279-5037, or if your business is ready to move, 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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