Can You Relocate or Convert an Oregon LLC to a Florida LLC?

Can You Relocate or Convert an Oregon LLC to a Florida LLC?

Relocating or Converting an Oregon LLC to a Florida LLC

Oregon’s place on the Pacific Coast has made it a popular home for people who value a state’s natural beauty. Florida might not have quite so many mountains and forests, but our beaches are all fine white sand and there’s no need to plan your day around the Northwest’s notoriously persistent rains. You can pretty much wear shorts year-round, too. Because of this and Florida’s business-friendly government, many Oregon LLCs decide to place their headquarters in Florida when relocating east. Oregon LLCs can easily move to Florida through a statutory process called a conversion. However, both states must permit it. 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?

Statutory conversion is a process that allows LLCs to move from one state to another. We like to recommend it to our clients because it’s an easy way to change your Oregon LLC into a Florida LLC while maintaining your business’s continuity. You typically won’t need to make any changes, either, unless your Oregon LLC’s name is already in use by a Florida business or non-profit. For this reason, your company should conduct a simple name availability search using the Florida Division of Corporation’s database before contacting a lawyer for assistance. Your LLC will also be treated as if it had been formed in Florida during its initial incorporation. Other than that, everything else about your business will remain the same, including its Employer Identification Number, management structure, and any property deeds owned by the converting LLC.

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

Yes, according to the Oregon Revised Statutes § 63.470(2), Oregon LLCs can convert to Florida LLCs. Oregon corporations interested in becoming Florida corporations must domesticate instead.

ORS § 63.470(2)

(2) A limited liability company organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if:

(a) The laws of the other jurisdiction permit the conversion;

(b) The converting limited liability company approves a plan of conversion;

(c) Articles of conversion are filed in this state;

(d)     (A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the limited liability company converted unless the converted business entity does not intend to continue to transact business in this state; and

        (B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and

(e) The limited liability company complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion.

How Do I Convert My Oregon LLC to a Florida LLC?

Statutory conversions usually begin by drafting a plan of conversion. This document details the process for moving the business from its original state to Florida. Then, once the plan of conversion has been approved by LLC’s owners (also known as the LLC’s members), you can file the necessary paperwork with the respective governing agencies in both Florida and Oregon. It’s essential to carefully review the conversion sections prescribed by Florida and Oregon statutes. Mistakes during the conversion process could cause your LLC to be dissolved.

What Are the Effects of Converting an Oregon LLC?

A properly executed conversion transforms your Oregon LLC into a Florida LLC without risking its continuity. Your new Florida Articles of Organization immediately replace your original formation documents. All membership interests remain the same. Additionally, any of the converting entity’s real estate or other property rights will remain vested in the Florida LLC. It’s the same business entity that existed back in Oregon, just with a sunny new jurisdiction.

That said, it’s important to know that any liabilities faced by the Oregon LLC will follow it to Florida uninterrupted as well. The same goes for any lawsuits against the converting LLC. However, the Florida LLC’s name may be substituted for the Oregon LLC’s for the sake of clarity.

Should I Work with a Lawyer to Convert My Oregon LLC to a Florida LLC?

 Mistakes during the conversion process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. 

Yes! Our firm can help you move your LLC to Florida with as little stress as possible. We’ve helped numerous clients including consultants, service businesses, and more to relocate to the state of Florida. Start your business’s next journey on the right foot by contacting us today.

Is your Oregon LLC ready for a new start on a new coastline? 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.

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

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