9 Reasons to Convert or Domesticate a Georgia Corporation to Florida

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

Updated: June 28, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Georgia C Corporations
• Georgia S Corporations

Table of Contents

• What is a Domestication, Conversion, or Transfer?
• Can Georgia C or S Corporations Move to Another State?
• Will This Dissolve My Georgia 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 Georgia Corporation to Florida?
• How Long Will It Take for FL Patel Law PLLC to Domesticate a Georgia C or S Corporation?
• How Much Does it Cost to Domesticate a Georgia 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 Georgia C or S Corporation to Florida?
• What Tax Implications Can I Expect if I Domesticate a Georgia Corporation to Florida?
• Should I Hire FL Patel Law PLLC to Domesticate My Georgia C or S Corporation?

Georgia C and S corporations are among the many companies rushing to relocate to Florida in recent years. In addition to having no state income tax, Florida has countless other pro-business policies that could benefit you and your business. Those interested in moving their companies from Georgia to take advantage of these benefits can do so through a corporate transaction known as domestication.

A project as complicated as trying to domesticate a Georgia corporation to another state can pose many risks if you don’t have a lawyer’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 manage your relocation.

This article will tell you more about what our legal team does to domesticate a Georgia corporation to Florida as well as the measures we take to help save our clients time and money with their project. It also has some words of warning for those who attempt this project without an attorney’s help, as the consequences for both you and your business could be severe.

Almost countless things could go wrong if you don’t have an attorney watching out for your company during its relocation. Certain mistakes could even liquidate your company. With us looking out for your interests, you can stress less knowing that our experienced legal team is applying every bit of their knowledge and expertise in every way that we can, from preventing delays to ensuring compliance and much more.

Georgia C or S corporations can use domestication to change into Florida entities without threatening the company’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 be used interchangeably.

Domestication offers a far more convenient alternative for relocation compared to going through dissolution and reincorporating the entity in a new state. This preserves the business’s continuity and corporate identity, which is a necessary part of maintaining important relationships, contracts, and licenses. The Georgia C or S corporation’s rights, assets, privileges, and liabilities also transfer over to the domesticated entity.

The Florida Business Corporation Act (FBCA) will regulate your Georgia C or S corporation after it relocates to Florida. However, Title 14 of the Georgia Code may still apply to the company if it still does business or otherwise has a taxable connection back in that state. Our attorney can help you figure this out during your consultation together.

Georgia C and S corporations can domesticate to Florida according to Section 14-3-1121 of the Georgia Code. Georgia LLCs can relocate to Florida using a similar method called statutory conversion.

No, domesticating a Georgia corporation to Florida doesn’t dissolve the business, as the resulting Florida entity will still be the same company that existed in its previous state. Some online sources incorrectly claim that dissolution is a part of domesticating a company to a new state, but this is absolutely not true. That said, your C or S corporation could be accidentally dissolved if a non-professional is in charge of the project and makes certain mistakes.

Whether your original EIN can be used after you domesticate a Georgia corporation to Florida will depend on its own specific circumstances. However, the Internal Revenue Service (IRS) usually allows domesticating companies to keep using their initial EIN as long as there are no interruptions to the company’s continuity. No changes can be made to the company’s corporate identity, either, as the IRS must consider it to be the same entity that existed in its previous state.

Because every state sets its own laws, there will be important differences with the specific procedures and requirements needed to domesticate a company to Florida. Below is a general outline of our process for relocating a C or S corporation to Florida and should not be treated as 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 Georgia corporation to Florida.

Once we’ve been hired to domesticate a Georgia corporation to Florida, we begin by evaluating the business and our client’s goals for the relocation. This gives us the information that we need to put together a comprehensive plan for the project that emphasizes efficiency and securing the company’s corporate identity. Making the right decisions from the start is essential to successfully domesticate a Georgia corporation to Florida, and the best way to ensure that is with legal guidance.

The comprehensive support that our clients receive from us when we domesticate a Georgia corporation to Florida includes:

• Drafting all documents required to domesticate a Georgia corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Georgia and Florida;
• Handling all filings and correspondence with Georgia 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.

With our firm’s help, you can expect it to take about two or three months to domesticate a Georgia corporation to Florida in about two or three months. This is the fastest possible completion time for relocating a company, which is just one of the many advantages of working with our legal team. We know how to move quickly without risking dangerous errors or omissions with your documents.

Even small mistakes made when you domesticate a Georgia corporation to Florida can cause serious delays. Having to correct any filings will only compound the time spent waiting for state agencies to process your documents, as they can sometimes be slowed down by backlogs and short staffing. Staying on schedule is critical when relocating a company to a new state, and FL Patel Law’s guidance can help ensure that you don’t lose out on any profits because of unnecessary delays.

The first expense to prepare for when you domesticate a Georgia corporation to Florida will be the filing fees needed for your paperwork. Georgia’s filing fee for domesticating a company to another state is $95.00 which, when combined with Florida’s fee of $128.75 comes to a total of $223.75. Of course, this total can be higher if you need to refile to correct any mistakes that you made when filling out your documents.

We provide flat fees for our conversion and domestication projects based on the specifics of the move. This makes budgeting easier and serves to prevent unexpected costs, fees, and even fines when domesticating to Florida, which can save your company money in the long run. Schedule a consultation with Attorney Patel now to get a quote for your company’s domestication.

An ability to navigate and understand the laws across different states and many other skills possessed by our firm are needed to domesticate a Georgia corporation to Florida without issue. An attorney’s help is an effective tool for preventing delays, liquidation, and many other problems that could threaten your C or S corporation’s move to Florida.

Trying to domesticate a Georgia corporation to Florida without an attorney’s oversight can expose both you and your business to the following problems:

• Noncompliance with state laws
• Revocation of the Georgia 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.

It’s important to know that this is not an exhaustive list of the risks of trying to domesticate a Georgia corporation to Florida alone.

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 Georgia corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

The potential dangers of trying to domesticate a Georgia corporation to Florida without legal guidance can be enough to undo all of the hard work that’s been placed into your company over the years. Hiring our firm is the best way to ensure that everything runs smoothly and that your company is set up for success when moving to Florida.

1. Your C or S corporation will never need to file documents with the State of Georgia again if domestication removes its nexus in that state.

2. Domesticating your Georgia C or S corporation to Florida means that you can network and team up with Florida professional accountants, attorneys, and other service providers.

3. Domestication enables a smooth, uninterrupted transition from Georgia to Florida for your corporation.

4. When we domesticate a Georgia corporation to Florida, the company’s original incorporating documents are automatically replaced by Florida Articles of Incorporation. This helps protect its continuity and allows it to keep its original corporate powers, rights, benefits, exemptions, privileges, and principles, too.

5. The value of the company’s shares and the amount of shares owned by the corporation’s owners will stay the same when we help domesticate a Georgia corporation to Florida.

6. The owners of corporations domesticated to Florida don’t actually need to live in the State of Florida.

7. There’s no requirement to have a nexus (AKA taxable connection) in your company’s previous state after you domesticate a Georgia corporation to Florida. While the specific implications are situational and should be discussed with your tax professional before moving.

8. A C or S corporation from Georgia can continue using its original EIN after domesticating to Florida, as the only thing that this changes about the company is its domicile. Federal tax reporting and responsibilities will remain largely the same.

9. When a corporation domesticates to Florida from Georgia, it can keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts, which is a massive convenience. That said, access to these things could be lost if something goes wrong with the transfer.

Preparing for the tax implications of your move is vital for success when you domesticate a Georgia corporation to Florida. Be sure to talk to your tax professional about your company’s relocation, as we can only provide general guidance on these matters. Some common tax implications to bring up during your consultation with them include:

• State Income Tax: Florida, unlike Georgia, only doesn’t impose an income tax at the state level, which can help save your C or S corporation money. It will, of course, still be responsible for taxes at the federal level.

• Franchise Tax: Unlike Florida corporations, Georgia corporations are subject to paying franchise tax, which is also known as a corporation net worth tax. The company will need to close its account with the Georgia Tax Center and file final returns if required.

• Nexus: Nexus, or a taxable connection, is usually established when a company has a physical presence, employees, or substantial activities in a certain state. If your C or S corporation still has this kind of connection to Georgia after domesticating to Florida, then the tax laws in both states will apply to your company.

Working with our corporate law firm means that you can continue to gain from our skills and expertise even after domesticating your company. Attorney Patel’s decade of experience practicing law has given him a level of insight when it comes to business and legal matters that can be a powerful asset for our clients. As a corporate law firm, we provide a full suite of services that are essential to operating a C or S corporation in Florida.

Our corporate domestication service concludes with an exit consultation with Attorney Patel. This meeting gives our clients a chance to ask any questions they have about their relocation. They are also provided with a helpful checklist containing instructions to help them adapt to their new lives as Florida business owners.

Don’t gamble with your company’s future by trying to domesticate a Georgia corporation to Florida on your own. Hiring us for your relocation means that you can move forward with confidence, security, and more time to focus on actually running your business. Schedule now to get started.

Is your Georgia C or S corporation looking to make a new start just over the border? Don’t risk breaking your business’s stride — get assistance from an experienced business domestication attorney by calling (727) 279-5037, or if you are ready to begin, schedule a consultation online now.

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