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

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

How to Convert a Wyoming LLC to a Florida LLC

Moving your LLC from Wyoming to Florida might not be as challenging as you think, but it is something that you need to understand before getting into unless you want to risk dissolving your business. Thankfully, our firm specializes in business law, and we have helped clients across the U.S. relocate their LLCs to Florida through a process called “statutory conversion.” Without statutory conversions, your LLC would have to close and restart in your new state. A full version of the conditions for Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act. However, you also need to check that Wyoming allows LLCs to move out of state as well.

What Happens During a Statutory Conversion?

Statutory conversion is a process that turns your Wyoming LLC into a Florida LLC without forcing any major changes. The new state of residence is the only difference between the converting and converted entities. Your LLC retains the same Federal Employer Identification Number, management, and tax structure, as well as all rights to the Wyoming LLC’s property deeds. Once the conversion is complete, the business is retroactively considered to have been a Florida LLC since its initial incorporation. 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 Wyoming Allow LLCs to Convert to Florida LLCs?

Yes, as of the date of this article, Wyoming LLCs can convert to foreign LLCs according to Section 17-29-1011 of the 2015 Wyoming Code. Wyoming corporations have a similar option available them — domestication.

17-29-1011. Transfer of a Wyoming limited liability company to another jurisdiction.

(a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to the proper officer of the other jurisdiction for a certificate of registration, and to the secretary of state of this state for a certificate of transfer. The application for certificate of transfer shall set forth the following:

(i) The name of the limited liability company immediately prior to the transfer, and if that name is unavailable for use in the foreign jurisdiction or the limited liability company desires to change its name in connection with the transfer, the name by which the limited liability company will be known in the foreign jurisdiction;

(ii) A statement of the jurisdiction to which the limited liability company is to be transferred;

(iii) A statement that the limited liability company shall surrender its articles of organization under this chapter upon the effectiveness of the transfer;

(iv) A statement that the transfer was duly approved by the members in the manner required under subsection (f) of this section; and

(v) Any other terms and conditions of the transfer, including any desired amendments to the articles of organization of the limited liability company following its transfer.

(b) The secretary of state shall require that the limited liability company maintain within the state an agent for service of process for at least one (1) year after the transfer is effected and shall impose any conditions he considers appropriate for the protection of creditors, including the provision of notice to the public of the application described in subsection (a) of this section, the provision of a bond or a deposit of funds in an appropriate depository located in Wyoming and subject to the jurisdiction of the courts of Wyoming, and if such conditions are not met, the secretary of state may refuse to issue a certificate of transfer.

(c) The secretary of state, upon compliance by the applicant and the secretary with subsections (a) and (b) of this section and receipt of payment of the special toll charge prescribed by subsection (e) of this section shall immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the jurisdiction to which the limited liability company is transferred.

(d) Upon issuance of a certificate of transfer, the limited liability company shall be continued as if it had been organized under the laws of the other jurisdiction and becomes a limited liability company under the laws of the other jurisdiction upon issuance by such jurisdiction of a certificate of registration.

(e) Every limited liability company organized, domesticated or continued under the laws of this state in order to receive a certificate of transfer pursuant to subsection (c) of this section shall pay to the secretary of state, in addition to all other statutory taxes and fees, a special toll charge of fifty dollars ($50.00).

(f) A resolution to transfer the limited liability company to another jurisdiction shall be adopted by the members.

(g) The limited liability company may represent to the proper officer of the jurisdiction to which the limited liability company is transferred that the laws of the state of Wyoming permit such transfer, and may describe the permission extended by this section as authorizing the domestication, continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction in order for the limited liability company to be accepted in that jurisdiction, provided that the limited liability company may not misrepresent the requirements or effects of the provisions of this section.

WY Stat § 17-29-1011. (2015)

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

Transferring your Wyoming LLC to Florida starts by drafting a plan of conversion. This is a formal document that spells out how the conversion takes place. The plan needs authorization from the LLC’s Members before the appropriate paperwork can be filed with both Wyoming and Florida. Be careful at this stage – mistakes during conversion could cause your business to be dissolved. To make sure you’re compliant with the statutes in both states, review the conversion sections of both the Florida LLC Act and the Wyoming Code.

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

Transferring your LLC to Florida by statutory conversion protects your business’s continuity and allows you to keep your operations going during the move. Your newly filed Florida Articles of Organization replace your Wyoming Articles of Organization immediately upon proper filing. It is still the same LLC that it always was, just with a new home a little closer to the beach. The LLC keeps the same property rights and ownership structure, and the owners retain the same membership interest as well.

A word of warning, though: any lawsuits against the Wyoming LLC will follow the business to Florida, as well as any accrued liabilities. The lawsuits may continue uninterrupted or with the Florida LLC’s name substituted in the Wyoming LLC’s place.

Should I Work with 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 on the East Coast by moving your Wyoming 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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