Can You Relocate or Convert a Nevada LLC to a Florida LLC?

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

Updated: October 15, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Nevada Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Nevada Allow LLCs to Move Out of State?
• Is My Nevada 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 Nevada 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 Nevada 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 Nevada LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Nevada LLC to a Florida LLC?

Florida offers many advantages to the businesses and business owners that call it home, so it’s easy to see why so many LLCs and their members have been relocating here in recent years. However, you don’t have to dissolve your original business and start over from scratch if you want to benefit from Florida’s lack of a state income tax and many other pro-business policies. This is because a process known as statutory conversion can be used to relocate eligible LLCs to Florida, and you can learn more about how below.

The different state laws, risks, and other complex factors that must be considered when converting a Nevada LLC to a Florida LLC can make this a challenging project for the inexperienced. However, FL Patel Law PLLC has the knowledge and expertise needed to successfully guide your company through this transition while avoiding delays and other problems. 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.

This page will go over the core strategy that our law firm uses to help our clients relocate their businesses to Florida from other states, plus how our assistance can save your company time and money during its transition. It also includes some critical warnings about the dangers involved with converting a Nevada LLC to a Florida LLC and how working with our legal team can prevent such problems from ever threatening your business to begin with.

Navigating the statutory conversion process can be especially difficult due to the fact that it has unique and sometimes highly specific requirements that vary from state to state. Failing to follow these requirements can have severe consequences ranging from fines to the dissolution of your LLC. Thankfully, our law firm is equipped with everything you need to successfully convert a Nevada LLC to a Florida LLC.

Available in many states, statutory conversion is a legal process that can be used to change an LLC’s domicile. For instance, this method enables business owners to change a Nevada 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 a Nevada LLC to a Florida LLC can let you relocate your business without giving up its identity, interrupting its continuity, or dissolving your original entity. As a result, your LLC will be able to maintain relationships, contracts, and licenses that it needs to operate in its new jurisdiction. The Nevada LLCs rights, assets, and privileges will also transfer to the resulting Florida LLC, as will any existing liabilities or pending legal actions.

The Florida Revised Limited Liability Company Act will become the governing law for your business entity after its transition to Florida. However, the Nevada Limited Liability Company Act could still apply to your company even after its conversion from a Nevada LLC to a Florida LLC under certain circumstances. A couple of these situations include having a taxable connection (nexus) or foreign qualification in Nevada after relocating your business. This is one of the topics that you should bring up during your initial consultation with our attorney.

Nevada LLCs are allowed to use statutory conversion to become entities in other states under Section 92A.105 of the Nevada Revised Statutes Annotated. C and S corporations formed in Nevada are also able to change their state of formation by using a similar process commonly known as domestication.

No, converting a Nevada LLC to a Florida LLC won’t dissolve your original business unless mistakes are made along the way. Dissolving your Nevada LLC isn’t a necessary part of changing it into a Florida entity, either, despite what some incorrect sources might say online. This preservation of the business’s continuity is, after all, one of the main advantages of using this process to move a company from one state to another. However, everything must be executed properly for this to be the case.

The Internal Revenue Service (IRS) reviews the specific conditions of each entity’s conversion or domestication to a new state to determine whether they will allow that entity to keep using the same EIN. To start with, the business’s continuity must not be interrupted and no changes can be made to the entity’s identity, besides its updated domicile. While there are many other considerations that go into their decision, it’s also important to know that working with an attorney familiar with this process can help secure the continued use of your business’s original EIN.

Despite the fact that all statutory conversions have some similar steps in common, each company’s transition from state to state will have its own specific requirements depending on which states are involved, the business entity itself, and other factors. What follows is only a general outline of how we take care of those common steps, not instructions on how you can convert a Nevada LLC to a Florida LLC. That type of guidance can only come after a thorough analysis of your business, so schedule your initial consultation with us now.

First, to gain a better understanding of how we can assist with our client’s relocation, we conduct our initial consultation and thoroughly review their business for relevant information. We then use what we’ve learned to develop our plan for moving the business from Nevada to Florida while also preventing any potential legal problems that might be encountered during its transition.

The full legal support that you can benefit from when you hire our firm to convert your Nevada LLC to a Florida LLC 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 Nevada and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Nevada LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

Another way that our clients benefit from our firm’s extensive familiarity with this process is that we can convert a Nevada LLC to a Florida LLC as quickly as possible, which can’t be said for all of those who offer these services. Most companies can be relocated to Florida from out-of-state in about two or three months, but more time could be required depending on the size of the entity and its assets.

The state agencies that will process your paperwork will need several weeks each to do so, and could take longer if they’re facing delays of their own. As a result, filing errors can set your company’s move back significantly as well. Hiring a law firm with our type of experience is the best way to ensure that all of your paperwork is done right the first time around, which is essential to saving time and preventing unnecessary expenses.

Each state gets to set their own filing fees for the documents necessary to convert or domesticate an LLC. Florida charges $155.00 and Nevada charges $350.00, so it will cost a minimum of $505.00 just to have the State of Florida and the State of Nevada process your initial paperwork. You may also have to file again – and pay those required filing fees again – if there are mistakes with your documents. Keep in mind that those mistakes can lead to further costs as well, especially if they lead to regulatory noncompliance or other legal problems.

Our LLC conversion clients receive flat fees for their projects that are determined by the specific requirements of their company’s relocation to Florida. This helps minimize costs for our clients and makes it easier for them to set their budgets for transitioning their companies to Florida, too. Get your quote to convert a Nevada LLC to a Florida LLC with our law firm’s help by scheduling your initial consultation with us now.

Safely navigating through the different legal obstacles that you can encounter when converting a Nevada LLC to a Florida LLC requires experience, vigilance, and a deep understanding of how the laws work in each state. The good news for your business is that we have all of these skills and more, which we can put towards ensuring that your LLC actually makes it to Florida in one piece.

Some of the more common problems that can come up when you try to convert a Nevada LLC to a Florida LLC without an attorney’s guidance can 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 Nevada 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.

Don’t forget that these are only some of the issues that can arise from a mismanaged statutory conversion.

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 Nevada LLC to a Florida LLC.

There’s no need to leave the success of your business’s conversion from a Nevada LLC to a Florida LLC up to chance. With our law firm as your ally, you can move forward with added convenience and a level of safety that only an experienced attorney can provide.

1. If converting your Nevada LLC to a Florida LLC eliminates its taxable connection to its original formation state, then your company won’t have any more filing responsibilities with the State of Nevada after its transition.

2. Becoming a Florida business owner means that you can work with Florida professional accountants, lawyers, and other helpful service providers.

3. Converting a Nevada LLC to a Florida LLC can ensure a seamless transition from state to state that won’t interrupt the business’s continuity.

4. Upon being filed by our legal team, Florida Articles of Organization will immediately replace your business’s original formation documents from the State of Nevada. The statutory conversion process also enables the LLC to keep the same powers, rights, benefits, exemptions, privileges, and principles as a Florida entity that it enjoyed as a Nevada entity.

5. Statutory conversion won’t change anyone’s membership interest in the LLC. Real estate and other property rights will similarly be preserved during your company’s conversion from a Nevada LLC to a Florida LLC. The same will be true for any pending lawsuits or liabilities. Any pending legal procedures or actions can be substituted with the name of the Florida LLC.

6. You don’t need to live in Florida to use statutory conversion to change a Nevada LLC to a Florida LLC.

7. Because an entity won’t need to have a nexus in its original formation state after becoming a Florida LLC, conversion can sometimes lead to lower tax burdens at the state level. Talk with your tax professional about this, as the specifics will be different for each business.

8. Statutory conversion can let you keep using the same EIN. This process only changes its domicile – the rest of the entity’s corporate identity will remain the same.

9. Yet another benefit of using statutory conversion to bring an LLC to Florida is that it also lets the business keep the same bank accounts, taxpayer ID, operations, and contracts. However, legal consultation and careful planning should be conducted before engaging in this transition to help make sure that this transfer is successful.

Because every state is in charge of setting their own different tax laws, preparing for the resulting tax consequences of converting a Nevada LLC to a Florida LLC is an essential part to staying compliant with the IRS and ensuring the overall success of your company’s move. Our legal team can only offer some limited information about these issues, so it’s important that you consult your tax professional as well as an attorney about your LLC’s conversion. A few things that you might want to bring up with them could include:

• State Income Tax: Both Florida and Nevada are among the few states that don’t have their own state income tax. Federal income tax responsibilities will still apply, but this is one thing that you don’t need to worry about becoming an added expense after converting a Nevada LLC to a Florida LLC.

• Franchise Tax: Another similarity between Nevada and Florida is that neither state has a franchise tax, either. However, it’s one that your company might have had to deal with had you chosen a different state for your relocation.

• Nexus: Nevada tax laws will continue to apply to your converted Florida LLC if your business continues to have a taxable connection, or nexus, in Nevada after its transition into a Florida entity.

Transferring an LLC to Florida with our firm concludes with a comprehensive consultation that gives Attorney Patel the opportunity to answer any questions that the client still has about their business’s statutory conversion. The client also receives a post-conversion checklist drafted by our legal team that contains instructions to help them adapt to their new lives as Florida LLC owners.

In addition to the high level of experience that Attorney Patel has with managing relocations to the State of Florida, his time as both a lawyer and an entrepreneur himself mean that his advice can be particularly relevant to all types of business owners. In addition to helping our clients with domestications, corporations, and other types of reorganizations, our corporate law firm also provides many other services that could be vital to your business’s future success in our state.

A transition as important as converting a Nevada LLC to a Florida LLC deserves the security that comes with an attorney’s assistance, especially when you consider the different risks involved. By trusting your conversion to our Florida corporate law attorney, you’ll have more time and energy to focus on running your business while we deal with the legal complexities of its relocation. Schedule with us now and get started with your business’s move to Florida.

Is your Nevada 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 calling (727) 279-5037.

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