Can You Domesticate a Connecticut Corporation in Florida?

Can You Domesticate a Connecticut Corporation in Florida?

Domesticating or Moving a Connecticut C or S Corporation to Florida

There are several options available to corporations from outside of Florida that want to move or relocate to the Sunshine State. The one that our firm prefers to recommend is known as domestication, which is a process for amending a corporation’s state of formation. In other words, its a method for changing your Connecticut corporation into a Florida corporation. What’s more, it preserves your business’s continuity during the move. This means that you won’t need to go through the hassle of dissolving your original business and reincorporating in your new state. 

What Happens to My Connecticut Corporation During Domestication?

Domestication is a great way to bring your corporation to Florida because it allows you to relocate without impacting your business’s continuity. The domesticated corporation will be the same entity that existed in Connecticut, just with a new state of formation (also known as an “origin state” or “state of origin.”) The company’s EIN and incorporation date will go on unchanged. Any property, real estate, and contractual rights will transfer over to the domesticated Florida business as well. That said, you should perform a name availability check for your corporation using the Florida Division of Corporation’s website before making the move, because you will need a new name for your business if the one you want is already taken by a Florida entity. 

What are the Effects of Domestication? 

The impact that the domestication process will have on your business is minimal. Company ownership, the rights of the shareholders, and the right to acquire new shares will be preserved by the terms of the conversion, the Florida Articles of Incorporation, and the FBCA. The value of the corporation’s stock, interest, and securities will also be unaffected. It’s important to know, however, that the same goes for any debts, obligations, liabilities, or other formal proceedings, which will similarly carry over from the Connecticut corporation to the Florida corporation. 

Does My Connecticut Corporation Dissolve When It Domesticates to Florida?

No. While domesticating won’t dissolve your Connecticut corporation, it does mean that it won’t be able to do business back in Connecticut any longer without first filing for a foreign qualification. 

How Long Does It Take to Relocate My Business from Connecticut to Florida? 

Most domestications can be completed within four to twelve weeks, depending on the amount of real estate involved.

How Do I Domesticate My Connecticut C or S Corporation to Florida? 

A Plan of Domestication is the first thing that you’ll need to domesticate your Connecticut C or S Corporation to Florida. This is a formal document outlining the domestication process. It should include citations for the authorizing statutes in Connecticut and Florida, any tax consequences that might result from the move, who owns how much of the company, and the transfer of duties and obligations. Depending on what’s called for by those authorizing statutes, your plan might need supplementary materials as well, such as incorporation documents. Then, once the Plan`has been signed off on by the corporation’s shareholders and directors, you’ll be free to make the final filings necessitated by state law.

Be careful and strictly follow the instructions in both the Florida and Alaska corporate domestication statutes. Failure to do so could cause major problems for your business, including potential dissolution.

Should I Use FL Patel Law PLLC to Domesticate My Connecticut Corporation?

Yes! Our experience relocating businesses to Florida means that we have a refined process on hand that helps ensure that your Connecticut corporation can domesticate without any issues or major headaches. We educate our clients and keep them updated every step of the way. We can even provide additional legal support and guidance in operating your corporation in Florida as well. Our clients come from every industry across the country, from consultants to e-commerce businesses, start-ups, and more.

Corporate transactions often come with legal and tax implications. Mistakes during the domestication process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. It’s always worth the effort to find a qualified lawyer to assist you.

Does Florida Permit the Domestication of Connecticut Corporations? 

Florida allows corporations formed in other states to domesticate if the other state has its own laws authorizing the move. We like to suggest domestication to our clients because it helps ensure their corporation’s continuity. A full list of the conditions can be found in Section 607.0101 of the Florida Business Corporation Act (FBCA). Review this section very carefully. Mistakes here could cause dissolution. Connecticut LLCs interested in relocating have the option of pursuing a conversion instead.

Does Connecticut Allow Corporations to Domesticate to Florida? 

Yes, Connecticut corporations can domesticate to other states according to Section 34-631 of the Connecticut General Statutes.

(b) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction, provided the domestication is authorized by the law of the foreign jurisdiction. 

Conn. Gen. Stat. Ann. § 34-641

Our firm prides itself on its client-centered focus. We take the time to learn everything we can about your corporation and your plans for its future when domesticating your business. This way, you don’t have to worry about dissolution or other headaches along the way. Call us at (727) 279-5037 or visit our consultation page today.

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

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