Can You Relocate or Convert an Arizona LLC to a Florida LLC?
Relocating or Converting an Arizona LLC to a Florida LLC
As a mostly landlocked state, many Arizonans come to Florida to relax and enjoy the miles of beautiful coastline that our state has to offer. Those white sand beaches can be hard to leave, so it’s not surprising that a lot of the entrepreneurs and business owners that visit Florida ultimately decide to move here. That’s why Florida allows out-of-state LLCs – also known as foreign LLCs – to become Florida LLCs by statutory conversion. To be eligible, both Arizona and Florida law must permit this type of conversion. A full version of the conditions for the state of Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act.
What Happens in a Conversion?
A statutory conversion is one available option for turning your Arizona LLC into a Florida LLC. It’s the methodology that we like to recommend to our clients because it allows you to move your LLC without putting your business on hold and without any major changes. Once your conversion is complete, the LLC will still have the same EIN, management structure, and property deeds that it had as an Arizona LLC. The only difference is that your LLC is now a Florida LLC and is legally considered to have been a Florida LLC since the beginning. However, it’s important to know that you may need to find a new name for your company if the Arizona LLC’s name is already in use by a business in Florida.
Does Arizona Allow LLCs to Convert to Florida LLCs?
As of the date of this article, yes, Arizona allows LLCs to become Florida LLCs under Section 29 of the Arizona Revised Statutes.
a. By complying with this article, a domestic entity may become either of the following:
1. A domestic entity of a different type.
2. A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction.
b. A foreign entity may become a domestic entity of a different type under this article if the conversion is authorized by the law of the foreign entity’s jurisdiction of organization.
c. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the agreement is amended after the effective date of this section.
See ARS Section 29-2401.
How Do I Convert my Arizona LLC to a Florida LLC?
The first step to converting your LLC to a Florida LLC is to draft a plan of conversion that explains the process for converting the LLC. That plan then needs to be approved by the LLC’s Members before the appropriate paperwork can be drafted and filed with the respective state agencies. Review the conversion statutes for both Arizona and Florida before proceeding – missteps in the filing process can cause delays, unnecessary expenditures, and even interrupt your business’s continuity.
What Are the Effects of Transferring my LLC from Arizona to Florida?
Using statutory conversion to transfer your Arizona LLC to Florida causes Articles of Organization originally filed in Arizona to be canceled out and replaces them with the new Articles of Organization filed with the state of Florida. Nothing else really changes – it’s the same business you always had, and there will be no interruptions in continuity during the transfer. Membership interest remains the same for the LLC’s owners, and the company will still be run the same way.
Statutory conversions also allow your LLC to retain all real estate, as well as any other property rights, that it had while doing business in Arizona. However, be aware that a conversion does nothing to change the status of any lawsuits against the LLC, or any liabilities it may be on the hook for. These lawsuits can either continue without interruption, or the Florida LLC may be substituted in to make things less confusing.
Should I Work With a Lawyer to Convert my LLC?
Without a Doubt! Our firm has experience helping multiple businesses from across the United States to convert into Florida LLCs. We have worked with all industries, including consultants, service businesses, e-commerce, and start-ups looking to relocate to Florida.
Ready to move from the Arizona desert to sunny and tropical 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 flat fee service page.