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

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

Relocating or Converting a Washington LLC to a Florida LLC

While Washington has a lot of natural beauty to offer, many of the state’s residents come to Florida to escape the constant bad weather back home. Florida’s beaches are as beautiful as any of Washington’s mountains with the added benefit a near-tropical climate, so it’s not surprising that a lot of Washingtonians – including business owners and other entrepreneurs – decide to relocate to the Sunshine State. The good news is that a Washington LLC can be easily transferred to the state of Florida by a process known as “statutory conversion,” when it’s available. 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 a Domestication?

A statutory conversion transforms your Washington LLC into a Florida LLC without interrupting your business operations, forcing you to make any big changes, or causing any disruptions. Your LLC’s EIN, property deeds, and management structure will all stay the same. The only change is that your Washington LLC is retroactively considered to be a Florida LLC, meaning that it will be treated as if it had been formed in Florida from the very start. That said, you might need to find a new name for your LLC if it’s already in use by a business in Florida. For that reason, we suggest performing a name availability search before making any final decisions.

In Florida, domestication refers to a similar process reserved for corporations. Click through to read more about domesticating a Washington corporation to Florida.

Does Washington Allow Limited Liability Companies to Move Out of State?

Yes. Washington LLCs can convert to Florida LLCs under Section 25.15.436 of the Revised Code of Washington.

RCW § 25.14.436

Conversion

(1) An organization other than a limited liability company may convert into a limited liability company, and a limited liability company may convert into an organization pursuant to this section and RCW 25.15.441 through 25.15.451 and a plan of conversion, if:
(a) The other organization’s governing statute authorizes the conversion;
(b) The conversion is not prohibited by the law of the jurisdiction that enacted the other organization’s governing statute; and
(c) The other organization complies with its governing statute in effecting the conversion.
(2) A plan of conversion must be in a record and must include:
(a) The name and form of the organization before conversion;
(b) The name and form of the organization after conversion;
(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of the interests, shares, obligations, or other securities of the converted organization or any other organization or into cash or other property in whole or part; and
(d) The organizational documents of the converted organization.

How Do I Convert my Washington LLC to a Florida LLC?

Usually, your LLC will start by drafting a plan of conversion that details the process for transferring the business to Florida. The plan of conversion then needs to be approved by the LLC’s owners, known as Members, before the needed paperwork can be filed with the respective agencies in both Washington and Florida. Make sure to read the conversion sections of the Limited Liability Company act and follow the steps prescribed by Florida and Washington statutes carefully. Mistakes in the conversion process can cause dissolution.

What Are the Effects of Converting My LLC?

A correctly executed statutory conversion transfers your Washington LLC to Florida without interrupting your business’s continuity. The original formation documents are canceled out and replaced with the Articles of Organization that your LLC filed with Florida’s Department of State right away. All the Members retain the same interest in the company. The Washington LLC’s real estate and other property rights will remain vested in the Florida LLC after the conversion. It’s the same business that it was before the conversion, just with a new jurisdiction.

For better or for worse, this continuity also applies to any liabilities or lawsuits against the Washington LLC. Those will follow the business to Florida without interruption, too. However, the Washington LLC’s name can be replaced by the Florida LLC in any lawsuits to prevent confusion.

Should I Work With a Lawyer to Convert My Washington LLC to Florida?

 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’ve helped many businesses, including consultants, service businesses, and start-ups, relocate to Florida.

Is your Washington LLC ready to relocate to 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 service page.

Image Source: Wynand van Poortvliet from Unsplash.

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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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