Can You Domesticate a Hawaii Corporation to Florida?
Relocate, Transfer, Convert, or Domesticate a Hawaii Corporation to Florida
Updated: September 7, 2023
Reading Time: 10 Minutes
- Domicile a Hawaii C or S Corporation to Florida;
- Keep the same EIN and corporate identity; and
- Enjoy tax benefits provided to Florida residents.
- Hawaii C Corporations
- Hawaii S Corporations
Table of Contents
- What is a Domestication, Conversion, or Transfer?
- Can Hawaii C or S Corporations Move to Another State?
- Will This Dissolve My Hawaii 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 Hawaii Corporation to Florida?
- How Long Will It Take for FL Patel Law PLLC to Domesticate a Hawaii C or S Corporation?
- How Much Does it Cost to Domesticate a Hawaii 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 Hawaii C or S Corporation to Florida?
- What Tax Implications Can I Expect if I Domesticate a Hawaii Corporation to Florida?
- Should I Hire FL Patel Law PLLC to Domesticate My Hawaii C or S Corporation?
Florida has many advantages to offer businesses relocating from other states such as Hawaii. Such benefits aren’t just limited to Florida’s lack of a state income tax for either individuals and businesses – our state has many other pro-business policies that could make your life as an entrepreneur easier, too. Those interested in moving a Hawaii C or S corporation to Florida can do so thanks to a legal process known as domestication.
Despite how intimidating a project as complex as this can be, FL Patel Law PLLC’s guidance can make all the difference when trying to domesticate a Hawaii corporation to Florida. 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 page will give you a general overview of how our firm’s strategy for relocating companies to Florida from out of state helps keep our clients safe while also saving them as much time and money as we possibly can along the way. It also has some vital information about the risks that this transition involves, as well as how an attorney’s assistance can keep those risks from ever truly threatening your company when you domesticate a Hawaii corporation to Florida.
With us guiding you through your C or S corporation’s domestication, you won’t need to worry about keeping your company in compliance or protecting its continuity on your own. Mistakes during a domestication could even cause your entity to be liquidated. Our legal team, however, knows exactly how to keep your company safe when you hire us to domesticate a Hawaii corporation to Florida.
What is a Domestication, Conversion, or Transfer?To top
Domestication allows corporations to legally change their state of formation, which facilitates an easy move from one state to another. For example, you can domesticate a Hawaii corporation into a Florida corporation without otherwise altering its corporate identity.
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.
Your business’s continuity won’t be interrupted when you domesticate a Hawaii corporation to Florida, which helps it maintain relationships, contracts, and licenses that are important to its operations. The process also automatically transfers all of the Hawaii corporation’s rights, assets, privilege, and liabilities to the domesticated Florida corporation without delay.
The Florida Business Corporation Act (FBCA) will start regulating your company after its domestication, but you should know that the Hawaii Business Corporation Act could continue to apply under certain circumstances as well. These circumstances include having a foreign qualification or taxable connection (nexus) in Hawaii as a Florida entity. This is another issue that you’ll want an attorney’s guidance on, so be sure to bring it up during your initial consultation.
Can Hawaii C or S Corporations Move to Another State?To top
Hawaii allows corporations to domesticate to Florida and other states that allow this type of transition under Section 414-271 of the Hawaii Revised Statutes. Hawaii LLCs are also allowed to make a similar kind of move using a process called statutory conversion.
Section 414-271 – Conversion into and from corporations
(a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation or any other entity if:
(1) The board of directors and shareholders of the domestic corporation approve a plan of conversion in the manner prescribed by section 414-313 and the conversion is treated as a merger to which the converting entity is a party and not the surviving entity;
(2) The conversion is permitted by, and complies with the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with those laws;
(3) At the time the conversion becomes effective, each shareholder of the domestic corporation, unless otherwise agreed to by that shareholder, owns an equity interest or other ownership interest in, and is a shareholder, partner, member, owner, or other security holder of, the converted entity;
(4) The shareholders of the domestic corporation, as a result of the conversion, shall not become personally liable, without the shareholders’ consent, for the liabilities or obligations of the converted entity; and
(5) The converted entity is incorporated, formed, or organized as part of or pursuant to the plan of conversion.
Will This Dissolve My Hawaii C or S Corporation?To top
The best way to protect your company against dissolution when you domesticate a Hawaii corporation to Florida is to hire a corporate attorney to help manage the project. A properly conducted domestication won’t dissolve your original entity, and it isn’t a part of the process, either. That said, there are certain mistakes that can lead to your corporation’s dissolution, which is yet another reason to consider working with a law firm.
After its domestication is complete, the entity will be listed as “Withdrawn” in Hawaii’s online business entity search database, assuming that everything was handled correctly.
Do I Need To Get a New EIN if I Domesticate My Company to Florida?To top
The Internal Revenue Service (IRS) will typically decide this on a case-by-case basis, but an experienced attorney can help ensure that your C or S corporation can continue using the same EIN after its domestication to Florida. For this to be possible, the IRS must consider the domesticated entity to be the same business that existed previously. This requires protecting the company’s continuity at all costs. It’s also important that no changes are made to the business’s corporate identity other than its newly updated formation state.
How Can FL Patel Law PLLC Help Domesticate a Hawaii Corporation to Florida?To top
Although each state sets its own specific requirements for domesticating a corporation, our firm has the knowledge and skills necessary to relocate your company to Florida regardless of its state of origin. Be aware that what follows is an overview of our process for moving a company from one state to another. These are not instructions on how to domesticate a Hawaii corporation to Florida. For that level of professional guidance, schedule your initial consultation with our corporate attorney.
Working with our corporate law firm to domesticate a Hawaii corporation to Florida starts with an initial consultation and a review of the client’s business. This helps us confirm that the entity qualifies for this type of transition. It also gives us the information that we need to develop a plan for safely and efficiently moving the business to its new home.
The legal support and guidance that we give our clients when they hire us to domesticate a Hawaii corporation to Florida includes:
- Drafting all documents required to domesticate a Hawaii corporation to Florida, including the Plan of Domestication;
- Ensuring compliance with the laws, regulations, and other legal requirements present in both Hawaii and Florida;
- Handling all filings and correspondence with Hawaii 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.
How Long Will It Take for FL Patel Law PLLC to Domesticate a Hawaii C or S Corporation?To top
Thanks to our firm’s significant experience handling these types of relocations, we can domesticate a Hawaii corporation to Florida as fast as possible without compromising the move’s security. Most companies will require about two or three months, although things could take longer depending on the size of the entity and its assets. We can also help keep your corporation’s move on schedule, as our legal team knows how to prevent delays and other inconveniences.
The state agencies in both Hawaii and Florida will each need a minimum of several weeks to process your C or S corporation’s domestication documents. Because of this, even small errors with your paperwork can lead to serious delays, especially if those state agencies are dealing with their own slowdowns due to short staffing, backlogs, or other issues.
How Much Does it Cost to Domesticate a Hawaii Corporation to Florida?To top
As far as filing fees go, Hawaii charges $50.00 and Florida charges $105.00, which comes to a total of $155.00 in initial filing alone. In addition to the other expenses that will come with relocating your company’s operations, be mindful that a mismanaged domestication can drive these costs much, much higher. This is especially true if your company is pushed out of regulatory compliance or is accidentally liquidated because its domestication lacked an attorney’s oversight.
Our corporate domestication clients receive flat fees for their projects based on the specific needs of their relocation. Not only does this make budgeting easier – working with us to domesticate a Hawaii corporation to Florida can help minimize expenses, too. Schedule an initial consultation with our corporate attorney now to get your quote.
What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?To top
Without the skills and knowledge possessed by a corporate law firm, moving a C or S corporation across state lines can have severe consequences for both the company and its owners. These dangers include far more than just fines, too, so don’t make the mistake of thinking that these are the kinds of risks that can be ignored. Working with an attorney is the best way to secure your company’s safety when trying to domesticate a Hawaii corporation to Florida.
Attempting to domesticate a Hawaii corporation to Florida without reliable legal guidance can expose the company and its owners to problems that include:
- Noncompliance with state laws
- Revocation of the Hawaii 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.
Despite its length, bear in mind that the above list was not comprehensive. There are still more dangers lurking for those who try to domesticate a Hawaii corporation to Florida on their own.
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 Hawaii corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.
Make Your Hawaii C or S Corporation’s Domestication More Convenient and Secure with FL Patel Law PLLCTo top
Don’t place your company’s future in jeopardy by taking on a project as complex as this alone. With our corporate attorney as your ally, you can domesticate a Hawaii corporation to Florida equipped with the skills and resources necessary for a successful move from one state to another.
What Are the Benefits of Domesticating a Hawaii C or S Corporation to Florida?To top
1. After you domesticate a Hawaii corporation to Florida, the business will not be required to file with the State of Hawaii again if it no longer has a nexus in its original formation state.
2. As the owner of a Florida C or S corporation, you can network with Florida professional accountants, attorneys, and other service providers.
3. We like to recommend domestication to our corporate clients because it helps ensure a smooth and seamless transition to Florida that’s free from interruptions, delays, or other problems.
4. Florida Articles of Incorporation will immediately replace the corporation’s Hawaii formation documents upon their filing. This helps ensure that the relocating C or S corporation can keep the same corporate powers, rights, benefits, exemptions, privileges, and principles.
5. Domestication won’t change the value of the corporation’s stock or the number of shares issued. The company’s property rights, such as real estate, will also be unaffected. Any liabilities or lawsuits faced by the Hawaii entity will similarly transfer over to the domesticated Florida entity, although the Florida corporation’s name can be substituted in for any pending legal procedures or actions.
6. The corporation’s owners don’t need to live in Florida after they domesticate a Hawaii corporation to the Sunshine State.
7. Domestication can remove your company’s nexus in Hawaii, which could result in lowering its taxes at the state level. Talk to your tax professional about this, as tax implications will vary from business to business.
8. In most cases, a domesticated corporation is considered to be the same entity both before and after its transition, which means that the C or S corporation won’t need a new EIN after becoming a Florida entity.
9. Another convenience offered by the domestication process is that it allows the corporation to continue using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it did before relocating. However, this might not be the case without careful planning, research, and legal guidance.
What Tax Implications Can I Expect if I Domesticate a Hawaii Corporation to Florida?To top
Preparing for the tax consequences of your company’s move can be difficult, as the specific changes will vary from business to business. Our firm can only provide general guidance in these areas, so your tax professional’s help will be essential when trying to domesticate a Hawaii corporation to Florida. Some common issues that you might want to discuss with them could include:
- State Income Tax: Escaping the burden of their original state’s income tax is a major incentive for companies relocating to Florida from places like Hawaii. Unlike Hawaii, Florida has no state income tax whatsoever. Federal income tax responsibilities will, however, continue to exist even after domesticating.
- Franchise Tax: The State of Florida doesn’t force a franchise tax onto C or S corporations, either. This is another way that your company could save money by moving to Florida. The company should be sure to close its account with the Hawaii Department of Taxation and file final returns if necessary.
- Nexus: A nexus is a company’s taxable connection to a certain state. A business must follow the tax laws of any and all states where it has a nexus, regardless of its domicile. Typically, this connection is made when a company has a physical presence, employees, or otherwise engages in substantial activities.
Should I Hire FL Patel Law PLLC to Domesticate My Hawaii C or S Corporation?To top
After successfully relocating the company from Hawaii to Florida, Attorney Patel hosts a comprehensive consultation with the client to address any remaining questions about the domestication. During this meeting, we also provide a helpful checklist with instructions to introduce them to their new responsibilities as Florida business owners.
Attorney Patel’s experience as both a lawyer and an entrepreneur make him well equipped to guide our firm’s clients through any number of legal and business matters. As a corporate law firm, we offer a full range of services tailored to making life easier for Florida business owners.
Teaming up with us to domesticate a Hawaii corporation to Florida means that you can move forward with confidence, security, and more time to focus on what matters most: actually running your business. Schedule now to get started.
Moving cross-country is going to take up enough of your time. Spare yourself the stress by trusting our firm to domesticate your Hawaii C or S 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.