Why a Lawyer Should Domesticate or Convert Your Oregon LLC to a Florida LLC

Relocating, Domiciling, Transferring, or Converting an Oregon LLC to a Florida LLC

Updated: August 6, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile an Oregon Limited Liability Company (LLC) to Florida;
• Maintain the same EIN and identity of the LLC; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• Oregon Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Oregon Allow LLCs to Move Out of State?
• Is My Oregon Entity Dissolved?
• Do I Need To Get a New EIN if I Domesticate My Company to Florida?
• How Does FL Patel Law PLLC Convert My Oregon LLC to a Florida LLC?
• How Long Does It Take To Complete a Domestication or Conversion to the State of Florida?
• What Are the Costs Involved in Domesticating My Oregon LLC to the State of Florida?
• What Are Some of the Risks Associated With a Conversion Gone Wrong?
• Increase Your Chances of a Successful Conversion
• What Are the Benefits of Converting My Oregon LLC to a Florida LLC?
• What Are the Tax Implications of Converting My Oregon LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Oregon LLC to a Florida LLC?

While relocating an Oregon LLC to Florida is a big move in more ways than one, our state has much to offer that can make a transition of that size worth the effort. For instance, Florida has no income tax at the state level along with countless other policies that are often attractive to business owners from other states. Those looking to make this type of move might be able to do so thanks to a process known in Florida as “statutory conversion.”

A project as substantial as changing an Oregon LLC to a Florida LLC should be undertaken with extreme caution. However, FL Patel Law PLLC has the knowledge and the legal expertise to relocate your company to Florida safely and without delays or other inconveniences. Our firm has successfully reorganized over 140 businesses into Florida entities, providing us with the necessary insight to prepare them for success in their new state.

We created this page to help our future clients better understand the value we bring to the conversion process when we’re hired to change an Oregon LLC to a Florida LLC. This includes potentially saving your company time and money by preventing the kinds of legal troubles that can completely ruin a business. This page also has some important warnings about those risks and many others that you and your LLC will be exposed to if you attempt this move without an attorney’s oversight.

Reliable legal guidance is a necessary part of ensuring success when converting an Oregon LLC to a Florida LLC. Without it, certain mistakes could even cause your LLC’s liquidation. Projects as important as this one deserve an attorney’s assistance.

Statutory conversion is our firm’s preferred method for relocating an LLC from one state to another. For instance, it can be used to change an Oregon LLC to a Florida LLC.

This process is often referred to as “domestication,” “conversion,” or “transfer” when the entity is converting to a different state. These terms can often be used interchangeably.

Converting an Oregon LLC to a Florida LLC preserves your company’s continuity and presents a great alternative to dissolving your original business and starting all over again with a new entity. This is essential to maintaining the relationships, contracts, and licenses that it needs to operate in its new state. The Oregon LLC’s rights, assets, privileges, and liabilities will also carry over to the converted business.

Even simple mistakes or omissions during the conversion process can result in painful consequences for your LLC and its members. Depending on what goes wrong, you could even liquidate your company. When you hire our law firm to convert your Oregon LLC to a Florida LLC, you can move forward with your project confident that your business will be protected throughout the entirety of its move.

Yes, according to the Oregon Revised Statutes § 63.470, Oregon LLCs can convert to Florida LLCs. Oregon corporations interested in becoming Florida corporations must domesticate instead.

You don’t need to worry about dissolving your business when converting an Oregon LLC to a Florida LLC as long as no mistakes are made during the process. Unfortunately, the chances of something going wrong increase exponentially if you don’t have the right experience or dependable legal guidance to help you with your company’s move. Dissolution isn’t a necessary part of converting a company from state to state, either, so you can safely ignore any advice to the contrary.

The Internal Revenue Service (IRS) generally allows converting entities that retain the same corporate identity to keep using their original EIN in their new state. However, the LLC’s continuity must not be interrupted, either, and the IRS will ultimately make their decision based on the unique circumstances of your company’s move. Working with our attorney to convert your Oregon LLC to a Florida LLC can go a long way towards ensuring that you can have the convenience of using the same EIN after your business’s relocation.

This section provides a general outline of what our firm does to relocate an LLC to Florida with convenience, compliance, and continuity in mind. However, because the necessary steps will be different for each conversion, this should not be treated as advice, guidance, or instructions for converting an Oregon LLC to a Florida LLC. That level of highly detailed and personalized assistance can only be obtained by scheduling a consultation with our conversion attorney.

When converting an LLC into a Florida entity, we use our initial consultation to gather the information that we need to ensure that the move is successful. This includes learning about the client’s goals for relocating, confirming the entity’s eligibility, and putting together a personalized plan for changing the business from an Oregon LLC to a Florida LLC without delays or other issues.

Some of the many benefits of our conversion and domestication services include:

• Drafting the Plan of Conversion and other required documents
• Ensuring compliance with the laws and other legal requirements in both states
• Filing the necessary conversion documents with Oregon and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Oregon LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

By working with our firm, you can convert your Oregon LLC to a Florida LLC in about two or three months under most circumstances. This is the fastest possible time for relocating a business from state to state, and it’s all thanks to our legal team’s collective knowledge and experience with these transitions. We make it a point to expedite our filings whenever we can, too.

This quick turnaround is not at all guaranteed if you try to manage this conversion on your own, however. Not only could you be delayed by mistakes with your paperwork or other errors made during the conversion process, but state agencies are often slowed down themselves because of backlogs and short staffing, which will only compound your problems. Working with our legal team can help keep your business’s relocation to Florida on track and on schedule.

The necessary filing fees to convert an LLC, much like the required steps for doing so, vary depending on the states involved. Florida has a filing fee of $155.00 and Oregon’s is $275.00, so it’s going to cost a total of $430.00 just to have your documents processed. Of course, that’s assuming that everything is done perfectly on your first attempt. Repeated filings, corrections, fines, and other issues can drive your expenses for this project even higher if you don’t have an attorney looking out for your LLC’s best interests.

Thanks to the flat fees that FL Patel Law PLLC provides for conversion and domestication projects, our clients don’t have to worry about unexpected expenses hurting their budget when relocating to Florida. Our flat fees are determined by the specific demands of the relocation. Schedule your initial consultation now to get your quote for converting your Oregon LLC to a Florida LLC.

Every state has its own strict requirements for converting an LLC without interrupting its continuity, and the consequences can include far more than just delays and additional filing fees. With our legal team overseeing your company’s move, you won’t have to worry about making mistakes that could follow both you and your LLC for years to come.

Some of the risks facing your company and its owners by attempting to convert an Oregon LLC to a Florida LLC without an attorney’s assistance include:

• Noncompliance with state laws
• Revocation of the LLC’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of business continuity
• Loss of limited liability protection
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – Depending on the LLC’s tax structure, its members could end up paying income taxes on appreciated assets if they make any errors during the conversion process. For instance, if an asset that was worth $100,000 at the company’s founding is now worth $1 million, and the company is mistakenly dissolved or liquidated, then the members could be taxed on the gained value.
• Title of Asset Issues – Another benefit of converting an Oregon LLC to a Florida LLC is that asset titles will automatically transfer over to the domesticated entity – that is, assuming the conversion process was handled correctly. This can make it difficult to prove ownership of those assets, which can cause major headaches when trying to sell a company, among other problems.

That list might seem long, but it’s by no means a complete accounting of what can go wrong when you try to move a company across state lines without legal guidance.

With over 140 business conversions and domestications to our credit, our firm’s proven track record means that you can rest easier knowing that your interests are in safe hands when we’re the ones in charge of converting your Oregon LLC to a Florida LLC.

There’s no guarantee of success, let alone avoiding delays and other problems, if you try to navigate something as complicated as statutory conversion on your own. Hiring us to convert your Oregon LLC to a Florida LLC means that your company will be equipped with everything it needs for a safe and easy transition from state to state.

1. Domesticating to Florida can remove your company’s filing responsibilities with the State of Oregon. If your LLC no longer does business in Oregon, then it will no longer have a nexus there, either.

2. Once in Florida, you can team up with Florida professional accountants, attorneys, and other service providers who can help take your LLC to the next level.

3. When overseeing your company’s conversion from an Oregon LLC to a Florida LLC, our attorney can help ensure an uninterrupted move from state to state without delays or other problems that could threaten your business.

4. Your Oregon LLC formation documents will be replaced by Florida Articles of Organization that let it retain the same powers, rights, benefits, exemptions, privileges, and principles that it enjoyed in its previous state.

5. Membership interest in your LLC won’t be changed by your company’s conversion. The Oregon LLC’s real estate and other property rights will be transferred to the converted Florida LLC. However, be aware that lawsuits and liabilities will also follow the company to its new state, although any pending legal procedures or actions could be substituted with the name of the Florida LLC.

6. There is no requirement for the LLC’s members to live in Florida.

7. Converting an Oregon LLC to a Florida LLC means that your business does not need to have a nexus in its previous state. This could allow your business to save money on state income taxes and/or other taxes that it had to pay in Oregon.

8. Because your converted Florida LLC will still be the same business, just with a new official formation state, it can continue using the same EIN to report and satisfy its tax obligations.

9. Additionally, statutory conversion can let your business keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts, too. Careful planning, however, should be undertaken to ensure that this is the case.

A move as big as going from Oregon to Florida will likely have some tax implications that your LLC needs to prepare for if it wants to stay compliant with the IRS. Our legal team can only provide general information about these matters, so be sure to consult with your tax professional before making your move. A few things to bring up in your meeting with them include:

• State Income Tax: We probably don’t have to tell you that Oregon has a state income tax. The good news is that Florida has no such tax at the state level, although federal responsibilities will obviously still remain.

• Franchise Tax: Another tax issued by Oregon and not by Florida is franchise tax. The LLC will need to close its account with the appropriate state agency and file final returns if required.

• Nexus: A company’s nexus is its taxable connection to a specific state. If your company still has a nexus in Oregon after converting, then it will still need to follow Oregon’s tax laws. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a specific state.

After converting their Oregon LLC to a Florida LLC, Attorney Patel hosts a final consultation that allows our clients to ask any remaining questions that they might have about their company’s move. They also receive a post-conversion checklist with instructions to help them adapt to their new responsibilities as Florida LLC owners.

As a corporate law firm, we offer a suite of services to support our clients that could prove useful, if not necessary, to your business’s future projects. Attorney Patel’s background as both a lawyer and an entrepreneur also give him a special level of insight when consulting on business and legal matters that is especially appreciated by our clients.

Your company deserves the protection and convenience that comes with hiring us to convert it from an Oregon LLC to a Florida LLC. By trusting your relocation to our Florida corporate law attorney, you’ll have more time and energy to focus on running your business while we tackle the legal complexities and paperwork. Schedule with us now and get started.

Is your Oregon LLC ready for a new start on the east coast? Don’t risk breaking your business’s stride — get assistance from an experienced business conversion attorney by scheduling online or by calling (727) 279-5037.

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