How Our Legal Team Can Domesticate or Convert a Washington LLC to a Florida LLC

Relocating, Domiciling, Transferring, or Converting a Washington LLC to a Florida LLC

Updated: July 4, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Washington Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Washington Allow LLCs to Move Out of State?
• Is My Washington 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 Washington 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 Washington 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 Washington LLC to a Florida LLC?
• What Are the Tax Implications of Converting My Washington LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Washington LLC to a Florida LLC?

Businesses from across the country are rushing to relocate to Florida to take advantage of our state’s numerous pro-business policies. This move can be done by using a corporate transaction called statutory conversion, which can change your Washington LLC to a Florida LLC with its continuity intact.

Converting a Washington LLC to a Florida LLC can be an intimidating project if you’ve never managed this type of transfer before. FL Patel Law PLLC, however, can make all the difference when it comes to ensuring a seamless transition. 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.

Further down this page, we’re going to share our firm’s process for converting a Washington LLC to a Florida LLC. We’ll also explain how teaming up with us can actually save your company time and money in addition to keeping it safe during its move. We’ll also touch on some of the risks associated with an incorrectly executed conversion and what an attorney can do to help you avoid those pitfalls and complications.

Failure to follow the exact procedures and requirements set out by each state can place you and your business in serious jeopardy. Your business could even be accidentally liquidated depending on which mistakes you make. Our legal team can help your company safely navigate its way through these dangers, which is foundational towards securing a successful conversion.

Available in many jurisdictions, statutory conversion is a legal process that can be used to change a company’s formation state.

Statutory conversion is also known as a “conversion,” domestication,” or “transfer” when crossing state lines. These terms are often used interchangeably.

Converting a business is a much more convenient way to relocate your operations when compared to filing for dissolution and restarting in a new state. This is because the converting entity has the same corporate identity that it did before, which in turn allows it to keep using the same contracts and licenses as before. This continuity also means that the Washington LLC’s rights, assets, privileges, and liabilities will transfer over to the converted Florida entity.

The Florida Revised Limited Liability Company Act will regulate your business after it converts from a Washington LLC to a Florida LLC. That said, the Washington Limited Liability Company Act will also apply to the company if it still has a nexus in its original state. Be sure to bring this up when talking to our attorney.

Yes. Washington LLCs can convert to Florida LLCs according to the Revised Code of Washington. Corporations have a similar path to domestication available which you can read about here.

No. In fact, dissolving your entity could upend your conversion or domestication project altogether and undo all the work that was done to protect your company’s continuity. Any sources that say otherwise should be ignored, as they are misleading at best. This is just one of the many dangers of trying to find substitutes or alternatives to real legal guidance.

The Internal Revenue Service (IRS) determines this on a situational basis. In any case, however, your business’s continuity needs to remain unbroken when converting from a Washington LLC to a Florida LLC if you want to keep using the same EIN. No other changes can be made to the business, either. Its corporate identity must be the same as well, save for its new domicile.

Because each state has its own laws concerning domestications and conversions, the specifics of the process will vary from state to state and business to business. What follows is strictly a generalized outline of how we help our clients relocate to Florida and not instructions for how to convert your Washington LLC to a Florida LLC yourself. Please schedule a consultation with our attorney for your guidance tailored to your company’s unique circumstances.

The first thing we do after a client hires us to convert a Washington LLC to a Florida LLC is to conduct a review of the business. This assessment serves a few different purposes. In addition to ensuring that the LLC qualifies for conversion, what we learn at this stage serves as the basis for our relocation strategy. It also helps us prevent potential threats to the transition before they become too much of an issue.

We provide support at every stage of converting a Washington LLC to a Florida LLC that includes:

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

Our firm can convert your Washington LLC to a Florida LLC in about two to three months. Using our vast experience with these types of transitions, we’ve created a refined, efficient process for achieving the fastest possible completion time for our conversion and domestication clients. Anyone claiming to have pulled off a relocation like this any faster must be mistaken, and likely dissolved and reincorporated their business from scratch.

Getting your conversion documents right the first time is essential to keeping your company’s relocation on schedule. The state agencies that take care of these filings are often slowed down by backlogs, short staffing, and other issues, so any corrections that you have to make can slow things down considerably. A legal team such as our own, however, knows how to prevent such disruptions and delays.

While there are bound to be other costs involved, the first thing to know is that the filing fees for your conversion documents will be different in each state. Florida’s fee is $155.00 which, when combined with Washington’s conversion fee of $190.00, comes to a total of $345.00. Remember that mistakes can drive this cost even higher with each corrected document that you have to file.

Our conversion and domestication services are provided on a flat fee basis, with the specific cost depending on the complexities of their relocation. Schedule an initial consultation with our attorney now to review your project and get a quote.

The deep understanding of state law and intense attention to detail needed to successfully convert your business are, thankfully, just a few of the many qualities and assets possessed by our law firm. Our experience with transferring companies from one state to another means that we know what problems to look out for, as well as how to put a stop to them before they can hurt you or your business.

The possible consequences of moving forward 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 a Washington 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.

Be mindful that these are only some of the problems that can come about from an improperly handled conversion or domestication to Florida.

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 Washington LLC to a Florida LLC.

Unless you have an attorney on your side, there’s no guarantee that your conversion will be successful. Hiring our firm is the best way to ensure that nothing goes wrong when converting a Washington LLC to a Florida LLC.

1. Converting a Washington LLC to a Florida LLC can eliminate the need to file with the State of Washington ever again if it no longer has a nexus in that state.

2. Relocating to the Sunshine State means that you can collaborate with Florida professional accountants, attorneys, and other service providers.

3. There will be no interruptions to your business or its continuity, as statutory conversion facilitates a seamless transition from a Washington LLC to a Florida LLC.

4. The LLC’s initial formation documents will be immediately replaced by the client’s new Florida Articles of Organization, drafted by our firm. The LLC retains all powers, rights, benefits, exemptions, privileges, and principles as well.

5. The LLC’s owners can keep the same membership interest after the entity is domesticated to Florida. Real estate and other property rights will also transfer to the Florida LLC after conversion. However, make note that any liabilities of the LLC will remain unaffected by the Florida conversion, as will any pending lawsuits. Any pending legal procedures or actions will be substituted with the name of the Florida LLC.

6. The converted LLC’s members do not need to live in Florida.

7. Your converted LLC won’t need to have a taxable connection (nexus) in Washington once its domestication is complete. This has the potential to lower your company’s tax burden when compared to its previous state. Be sure to check with your tax professional about this, as the specifics will change from business to business.

8. Your LLC won’t need to get a new EIN to convert into a Florida entity. It will, of course, need to keep reporting taxes as it did before.

9. Converting a Washington LLC to a Florida LLC means your entity can continue using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts. Careful planning, however, is needed to ensure that this transfer takes place.

One of the most important things to look out for when converting a Washington LLC to a Florida LLC will be the move’s possible tax implications. The exact implications will depend on factors unique to your business and, because our firm can only offer general guidance in these areas, bringing your tax professional on board your conversion project is essential to its success. Some possible changes to discuss with them relate to:

• State Income Tax: Florida, like Washington, is one of the few states whose residents aren’t forced to pay income tax at the state level. This means you don’t need to worry about your costs going up on this item, which might not be the case if you chose another state as your company’s new home.

• Franchise Tax: Franchise tax is another responsibility faced by Washington companies that Florida LLCs don’t need to worry about. The LLC will need to close its account with the Washington Department of Revenue and file final returns if necessary.

• Nexus: Your company will need to keep following Washington’s tax laws if it still has a nexus there after converting into a Florida LLC. Typically, nexus is formed when a business has a physical presence, employees, or substantial activities in a given state.

In addition to the advice given to them during our time working together, our clients also receive a post conversion checklist to introduce them to their new responsibilities as Florida business owners. These types of resources are just another benefit of hiring our firm.

Once the company’s conversion from a Washington LLC to a Florida LLC is complete, Attorney Patel holds an exit consultation to address any remaining questions or concerns. Remember that, as a corporate law firm, we offer a suite of services to support our clients that could prove useful, if not necessary, to running a business in Florida.

Your business is worth the professional level of protection that our corporate attorney brings to every conversion and domestication project. This gives you more time and energy to focus on your company while our seasoned legal team deals with the paperwork and legal complexities of the relocation. Schedule with us now to start your conversion or domestication project.

Is your Washington LLC ready to relocate to Florida? Don’t risk breaking your business’s stride — get assistance from an experienced business conversion attorney by calling (727) 279-5037 or by scheduling a time with Attorney Patel using our online calendar.

Image Source: Wynand van Poortvliet from Unsplash.