Can You Relocate or Convert an Iowa LLC to a Florida LLC?
Relocating or Converting an Iowa LLC to a Florida LLC
It’s common for business owners and other entrepreneurs from Iowa to vacation down in Florida, whether they come to indulge in our abundant coastlines or to revel in a little tourism. Often, over the course of their travels, these people decide to make their move to Florida permanent, and they almost always want to take their businesses with them. The good news is that it’s possible to transfer an LLC to the state of Florida by using a statutory process called a conversion. A statutory conversion, when it’s allowed by both states, is an easy way to relocate to Florida without interrupting your operations. For a complete list of the conditions required by Florida law, please see Chapter 605 of the Florida Revised Limited Liability Company Act. Still, you’ll want to confirm that Iowa allows LLCs formed in their state – known as domestic entities – to convert into foreign entities as well.
What Happens in a Conversion?
At its most basic, a statutory conversion transforms your Iowa LLC into a Florida LLC without delay, risking suspension, or otherwise forcing you to make major changes to your business. That said, you may need to change the LLC’s name if its already in use by a business in Florida. Because of this, it’s smart to perform a quick name check on the Florida Division of Corporation’s database. Everything else stays the same except for the new jurisdiction and the fact that your LLC will be considered to have been a Florida LLC since its start. This means your LLC retains the original EIN, management structure, and any property rights that it held prior to the conversion.
Does Iowa Law Allow Domestic LLCs to Convert to Florida LLCs?
Yes, Iowa allows domestically formed LLCs to convert to Florida LLCs under Section 489.1006 of the Revised Uniform Limited Liability Act.
1. An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to this section, sections 489.1007 through 489.1009, and a plan of conversion, if all of the following apply:
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.
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 all of the following:
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 money, interests in the converted organization, and other consideration.
d. The organizational documents of the converted organization that are, or are proposed to be, in a record.
How Do I Convert my Iowa LLC to a Florida LLC?
The conversion process usually begins with drafting a plan of conversion that describes how the LLC will be converted from an Iowa business entity into a Florida business entity. Next, the Members of the LLC will need to approve of the plan. Then you’re good to go ahead and file the needed paperwork with the state agencies in both Florida and Iowa.
What Are the Effects of Converting my LLC from Iowa to Florida?
A statutory conversion transforms your Iowa LLC into a Florida LLC without delay or other headaches. The Iowa LLC’s Articles of Organization are canceled out and immediately replaced with the Articles of Organization that you filed with the Florida Department of State’s Division of Corporations. This lets you keep doing business during the transition. All ownership remains the same as it was before the conversion, as will any real estate or any property rights held by the LLC. Please be aware, however, that any liabilities or lawsuits against the Iowa LLC will follow it to Florida after its conversion. For the sake of clarity, however, the Florida LLC’s name may be substituted in for the Iowa LLC’s name.
Should I Work With a Lawyer to Convert My LLC?
Yes – hiring an experienced business attorney to help with your conversion minimizes the chance of anything going wrong during the process. 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 move from landlocked Iowa to the sunny and beautiful beaches that make Florida famous? 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.