Can You Domesticate a Connecticut Corporation in Florida Without a Lawyer?

Relocate, Transfer, Convert, or Domesticate a Connecticut Corporation to Florida

Updated: August 14, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile a Connecticut C or S Corporation to Florida;
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• Connecticut C Corporations
• Connecticut S Corporations

Table of Contents

• What is a Domestication, Conversion, or Transfer?
• Can Connecticut C or S Corporations Move to Another State?
• Will This Dissolve My Connecticut C or S Corporation?
• Do I Need to Get a New EIN After Domesticating My C or S Corporation to Florida?
• How Can FL Patel Law PLLC Help Domesticate a Connecticut Corporation to Florida?
• How Long Will It Take for FL Patel Law PLLC to Domesticate a Connecticut C or S Corporation?
• How Much Does it Cost to Domesticate a Connecticut Corporation to Florida?
• What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?
• Make Your Domestication More Convenient and Secure with FL Patel Law PLLC
• What Are the Benefits of Domesticating a Connecticut C or S Corporation to Florida?
• What Tax Implications Can I Expect if I Domesticate a Connecticut Corporation to Florida?
• Should I Hire FL Patel Law PLLC to Domesticate My Connecticut C or S Corporation?

Relocating to Florida can provide many advantages to C and S corporations from states like Connecticut. It’s not just the fact that we have no state income tax – there are many other pro-business policies to enjoy here, and we have a culture that offers strong support to entrepreneurs as well. Those interested in making this type of move can do so using a corporate transaction commonly called domestication.

There are many risks and potential pitfalls to taking on a project like this without an attorney’s help. FL Patel Law PLLC’s experience in this field can be an invaluable asset when it comes to preventing delays and even more serious problems. Our firm has successfully reorganized over 140 businesses into Florida entities, which is why you can trust us to have the knowledge and expertise needed to domesticate a Connecticut corporation to Florida.

We wrote this article to help you understand how hiring our firm to domesticate a Connecticut corporation can actually save you time and money when compared to attempting to handle the relocation yourself. It also has some warnings about the different dangers posed to both you and your business if you insist on proceeding alone, too.

Many things can go wrong when trying to domesticate a Connecticut corporation to Florida without a law firm to help keep you and your company safe. The dangers involve everything from fines to the liquidation of your company. FL Patel Law PLLC is here to help you safely navigate each stage of the process, and can apply our knowledge to everything from helping keep your company in compliance to protecting its corporate identity, and much more.

Domestication enables C and S corporations to change their formation states without impacting the rest of their corporate identity or interrupting the business’s continuity.

This transition is also commonly known as a “conversion” or “transfer” when the company is moved to a new state. These terms can often be used interchangeably.

There are many advantages to using domestication to relocate a C or S corporation, especially when compared to dissolving the business and reincorporation from scratch in a new state. Because your business’s continuity is protected when you domesticate a Connecticut corporation to Florida, it will still have access to the same relationships, contracts, and licenses that it used in its previous state. The Connecticut corporation’s rights, assets, privileges, liabilities, and principles will also transfer to the domesticated Florida corporation.

Although the Florida Business Corporation Act (FBCA) will begin to regulate your company after you domesticate a Connecticut corporation to Florida, there are some situations where the rules of the Connecticut Business Corporation Act (CBCA) may continue applying to your entity even after you domesticate a Connecticut corporation to Florida. Such situations include having a foreign qualification or nexus (taxable connection) in Connecticut after your business becomes a Florida entity. To be sure, talk to our attorney about this during your initial consultation.

The Connecticut General Statutes allow Connecticut corporations to domesticate to different states according to Section 34-641. Statutory conversion is a similar method that’s available to Connecticut LLCs looking to become Florida LLCs.

No, a properly conducted domestication will not dissolve your business. However, there are a few ways that you could accidentally dissolve your company during this transition, which is one of the many reasons why you will want an attorney’s assistance. You should also know that dissolution isn’t a part of trying to domesticate a Connecticut corporation to Florida, despite what some incorrect online sources may claim. Dissolution is only useful when it’s time to stop doing business altogether.

A few different factors specific to your company’s domestication to Florida will determine whether the Internal Revenue Service (IRS) will let your business keep using its original EIN after its transition into a Florida entity. One of the most important of these factors that they consider is your business’s continuity. There must be absolutely no interruptions to it during your business’s move and it must officially be the same entity that existed back in Connecticut, just with a new domicile.

Although the specific steps to domesticate a corporation to Florida depend on many factors unique to that particular move, there are still some parts of the process that they all have in common. What follows is a general outline and not explicit instructions or advice for transferring your business to Florida. Please schedule a consultation with our corporate attorney for guidance specific to your situation if you’re looking to domesticate a Connecticut corporation to Florida.

First, we conduct our initial consultation with the conversion or domestication client and perform a review of their company. This not only lets us confirm the company’s eligibility, but also gives us the information that we need to create a custom strategy that enables us to domesticate a Connecticut corporation to Florida without delays or other problems.

Hiring our firm to domesticate a Connecticut corporation to Florida allows you to benefit from the following services and more:

• Drafting all documents required to domesticate a Connecticut corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Connecticut and Florida;
• Handling all filings and correspondence with Connecticut and Florida state agencies;
• Updating the C or S corporation’s bylaws and other corporate documents to reflect its domestication to Florida; and
• A final consultation at the end of the project where our corporate lawyer will answer any questions you have left about your company’s relocation.

In most cases, we can domesticate a Connecticut corporation to Florida in about two or three months. However, some larger businesses and those with more significant assets may require more time. Regardless, your company’s relocation will be completed on the fastest possible timeline, which is one of the many benefits of working with our firm.

Connecticut and Florida agencies both need several weeks each to process your C or S corporation’s domestication paperwork. These agencies can also face their own delays because of backlogs, short staffing, and other causes. This means that mistakes can result in painful delays for your business’s move if you try to domesticate a Connecticut corporation to Florida without an attorney’s help.

Florida charges a $128.75 filing fee for domestication documents and Connecticut charges $100.00. This comes to $228.75 in processing fees alone – and that’s assuming that you get everything right on your first try. Your expenses can also be driven higher if you make other mistakes when domesticating your company if they result in fines for falling out of regulatory compliance or other issues.

FL Patel Law PLLC’s conversion and domestication services are provided on a flat fee basis, the exact cost of which is determined by the specific needs of the client’s relocation. Working with us doesn’t just make budgeting easier, though – it also helps prevent those expensive fines we mentioned above. Schedule your consultation now to get a quote to domesticate a Connecticut corporation to Florida.

Don’t underestimate the multitude of ways that things can go wrong for both you and your business if you try to domesticate a Connecticut corporation to Florida without legal guidance. Working with a firm as experienced as ours is an essential part of navigating the different state laws and other potential complications involved in this process.

Some of the many threats to both you and your business that you’ll need to avoid when trying to domesticate a Connecticut corporation without an attorney’s oversight include:

• Noncompliance with state laws
• Revocation of the Connecticut C or S corporation’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of continuity
• Piercing the corporate veil
• Loss of liability protections
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – The gained value of your company’s appreciated assets could pass on to its shareholders if you make a mistake when domesticating it to Florida. In other words, if something that was valued at $500,000 when the business was incorporated is now valued at $5,000,000, then you and your fellow business owners could be responsible for that increase.
• Title of Asset Problems – Without us around to make sure that everything is done correctly, then your company’s asset titles might not automatically transfer over to your Florida entity. If that happens, it can be difficult or even impossible to prove that your C or S corporation owns those assets. In addition to other problems, this can be a major roadblock if you ever try to sell your business.

Beware that, despite its length, the preceding list is not comprehensive.

FL Patel Law PLLC has helped bring over 140 companies to Florida with their corporate identities intact. A track record of this caliber means that we know how to domesticate a Connecticut corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Moving forward with a transition like this one without an attorney’s oversight can place your business’s future in jeopardy and place you at risk as one of its owners, too. Hiring FL Patel Law PLLC to domesticate a Connecticut corporation to Florida means that you can move forward with less stress and more time to focus on your business.

1. There will be no need to file documents with the State of Connecticut ever again if your C or S corporation’s domestication does away with its nexus in that location.

2. Domesticating your Connecticut entity to Florida means that you can network with Florida professional accountants, attorneys, and other service providers.

3. Domestication is one the most convenient ways to relocate a company, as it helps ensure a smooth transition from state to state without delays, interruptions, or other issues.

4. Your Connecticut C or S corporation’s Articles of Incorporation will be seamlessly replaced by the Florida Articles of Incorporation that our firm will draft and file on your behalf. Your company will also retain all corporate powers, rights, benefits, exemptions, privileges, and principles.

5. The value of the company’s stock and the amount held by each stockholder won’t be changed when you hire our firm to domesticate a Connecticut corporation to Florida. During this process, real estate and other property rights will automatically transfer to the Florida entity. This is also true for any liabilities or lawsuits faced by the corporation. The Florida corporation’s name may be substituted in place of the Connecticut entity’s name for any pending legal procedures or actions.

6. There is no need for the corporation’s shareholders or directors to reside in Florida after the company’s move.

7. Your corporation won’t need to have a nexus in Connecticut after its transition into a Florida entity. This means that this move might result in a lower state income tax burden. Talk to your tax professional about this, as tax implications will vary from business to business.

8. Because domestication will only change your C or S corporation’s formation state, it can continue using the same EIN after its transfer to report taxes.

9. Much like its EIN, protecting your business’s continuity during its conversion also allows it to continue using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts as well. However, this might not be the case without careful planning, research, and legal guidance.

While many businesses come to Florida to enjoy our lack of a state income tax, there will likely be other tax implications that need to be prepared for before you domesticate a Connecticut corporation to Florida, too. That said, not all will be advantageous to your company, and the specifics will vary from business to business. Because we can only offer limited guidance on these matters, be sure to consult with your tax professional about this. Some items to consider bringing up with them include:

• State Income Tax: One of the most attractive differences between Florida and Connecticut is that Florida has no state income tax, while Connecticut does, which means that your company could lower its tax burdens by becoming a Florida entity.

• Franchise Tax: A second tax that your Connecticut corporation had to deal with that it might be able to do away with by domesticating into a Florida corporation is franchise tax. The C or S will need to close its account with the Connecticut Secretary of the State and file final returns if required.

• Nexus: Businesses must adhere to the tax laws of each state where they have established a nexus, or taxable connection. A nexus is typically created when a company has a physical presence, employees, or substantial activities in a certain state.

All of our firm’s corporate relocation projects conclude with a comprehensive consultation between Attorney Patel and the client. This allows them to ask any questions they may have left about their company’s domestication to Florida. We also provide them with a handy post-domestication checklist with instructions to help them adapt to their new responsibilities as Florida business owners.

Working with us to domesticate a Connecticut corporation to Florida also helps establish a helpful resource for your company’s future. 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 operating a C or S corporation in Florida.

Your company deserves the protection and convenience that comes with hiring us to domesticate a Connecticut corporation to Florida. 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.

Moving cross-country is going to take up enough of your time. Spare yourself the stress by trusting our firm to domesticate a Connecticut corporation to Florida. Don’t risk breaking your business’s stride — get assistance from an experienced corporate domestication attorney by calling (727) 279-5037 or by scheduling your consultation through our online calendar.

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