Can You Domesticate a Louisiana Corporation in Florida?

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

Updated: September 10, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Louisiana C Corporations
• Louisiana S Corporations

Table of Contents

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

Florida has a lot to offer Louisiana corporations looking for a new base of operations. Florida imposes fewer taxes on both businesses and business owners when compared with many other states, as well as many other policies that entrepreneurs could find beneficial. The good news is that a Louisiana corporation can relocate to Florida without sacrificing its corporate identity thanks to a process called domestication.

Attempting to domesticate a Louisiana corporation to Florida can be an intimidating project, but working with FL Patel Law PLLC can make all the difference when it comes to securing a safe and timely relocation from state to state. 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 explain some of the many ways that partnering with our firm to domesticate a Louisiana corporation to Florida can save your company time and money in addition to protecting the interests of its owners, too. It also has some words of warning about what can go wrong if you attempt a project as consequential as this without legal guidance.

The dangers of an improperly managed domestication can be severe and long lasting. The corporation could even be accidentally dissolved without an attorney around to manage the process. Our legal team can help you domesticate a Louisiana corporation to Florida while working to preserve its continuity, watching out for regulatory compliance, and much, much more.

Domestication is a legal process that qualifying corporations can use to change their formation state. This enables a Louisiana corporation to move to Florida by officially becoming a Florida entity.

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’s no need to dissolve and reincorporate your entity when you domesticate a Louisiana corporation to Florida, which helps the company hold on to important relationships, contracts, and licenses that it needs to function. The Louisiana corporation’s rights, assets, privileges, and liabilities will also transfer without delay to the converted Florida corporation.

The Florida Business Corporation Act (FBCA) will start to regulate your entity immediately upon its conversion into a Florida entity. That said, it’s important to know that the Louisiana Business Corporation Act (LBCA) might still apply to your company if it has a foreign qualification or economic nexus in Louisiana after its move. This is something that you should talk to Attorney Patel about during your initial consultation.

The Louisiana Revised Statutes allow corporations to domesticate to other states with laws authorizing this type of transition under Section 12:1-920. Louisiana limited liability companies (LLCs) can undergo a similar process to become Florida LLCs known as statutory conversion.

Your entity will not dissolve or be treated as if it had been dissolved in its original state when you domesticate a Louisiana corporation to Florida unless something goes wrong because the project lacked an attorney’s guidance. Dissolution isn’t a part of the process, either, so any instructions stating otherwise should be ignored. Dissolution should only be initiated when you’re ready to end your business for good.

Whether the Internal Revenue Service (IRS) will allow your domesticated entity to continue using the same EIN depends on the specific circumstances of your company’s move. Perhaps the most important factor here is ensuring that there are absolutely no interruptions to the entity’s continuity, as the IRS must still consider it to be the same business both before and after its domestication. This also requires making no changes to the C or S corporations besides updating its state of formation from Louisiana to Florida.

Our corporate law firm has developed a streamlined process for relocating C and S corporations from other states to Florida, which we’ll get into below. However, you need to know that this is only a general overview and should not be treated as instructions on how to domesticate a Louisiana corporation to Florida. Every business will have its own unique needs and requirements when domesticating. For help with navigating those needs and requirements, schedule your initial consultation with us now.

When hired to domesticate a Louisiana corporation to Florida, we first host an initial consultation with the client and review their business to ensure that it’s eligible for domestication. Next, we use what we learned to develop a customized plan to relocate the company from Louisiana to Florida while making everything as easy as possible for the corporation’s owners.

Some of the comprehensive benefits of hiring us to domesticate a Louisiana corporation to Florida include:

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

Our legal team’s expertise allows us to domesticate a Louisiana corporation to Florida in as little as two to three months under most conditions, although it might take longer depending on the size of the company and its assets. Either way, working with us allows you to relocate your company on the fastest timeline possible thanks to our refined inner processes and our deep familiarity with these transitions.

Without an attorney’s help, there’s no guarantee that your company’s move will stay on schedule. State agencies in both Louisiana and Florida will each need at least several weeks to process your company’s domestication documents, so even small mistakes can set things back significantly.

While there will be other expenses needed to move your business’s operations to Florida, the filing fees for the domestication documents themselves will be $20.00 for Louisiana and $128.75 for Florida, which comes to a total of $148.75. Remember that this total will only grow higher if you need to correct any mistakes that you might make when trying to domesticate a Louisiana corporation to Florida, as not every state offers refunds for these filings. Errors could potentially lead to other expenses in the form of fines or other various issues as well.

Our corporate law firm offers flat fees for domestication projects based on the needs of that specific relocation. Schedule your initial consultation with us now to get your quote to domesticate a Louisiana corporation to a Florida corporation.

The fallout of a mismanaged domestication can mean painful consequences for the C corporation and its owners – both financial and otherwise. Our legal team knows how to look out for these kinds of problems and how to prevent them before they can ever pose a threat to your company.

The risks of moving forward with trying to domesticate a Louisiana corporation to Florida without a corporate law firm’s help include:

• Noncompliance with state laws
• Revocation of the Louisiana 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.

These are only some of the risks to you and your business that could result from mistakes when you domesticate a Louisiana corporation to Florida.

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

Moving forward with a project this important without legal guidance places your corporation and its owners at unnecessary risk. Having our firm as your ally when you domesticate a Louisiana corporation to Florida is a great way to help ensure a smooth transition free from interruptions or other problems.

1. Your entity won’t have any more filing requirements with the State of Louisiana if its domestication removes its nexus in its original domicile.

2. Converting a Louisiana corporation to a Florida corporation allows you to collaborate with Florida professional accountants, attorneys, and other service providers who can be major assets for your business.

3. Domestication is a great way to relocate a company from state to state because it enables a smooth transition to Florida free from interruptions and delays.

4. Florida Articles of Incorporation will replace your company’s Louisiana incorporation documents, helping ensure that it can keep the same corporate powers, rights, benefits, exemptions, privileges, and principles.

5. Domesticating a Louisiana corporation to Florida won’t have any impact on the company’s stock. Real estate and other property rights will automatically transfer from the Louisiana corporation to the Florida corporation, as will any liabilities or lawsuits. The Florida corporation’s name may be substituted in place of the Louisiana entity’s name for any pending legal procedures or actions.

6. The corporation’s owners aren’t required to be Florida residents.

7. Your Florida corporation won’t need to have a nexus in Louisiana after its domestication. This means that it might be able to save money on taxes at the state level by relocating to the Sunshine State. Talk to your tax professional about this, as tax implications will vary from business to business.

8. Your corporation won’t need a new EIN after it domesticates to Florida, as it will still be considered to be the same entity both before and after its relocation.

9. Domestication also allows the corporation to keep 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.

The tax implications of relocating a C or S corporation to Florida from out of state will be different for every business. Preparing for these changes is essential, but because our firm can only offer limited guidance in these areas, it’s vital that you consult with your tax professional as well when you domesticate a Louisiana corporation to Florida. Some potential items to bring up during our discussion with them could include:

• State Income Tax: Because Louisiana has a state income tax and Florida does not, this is one way that your company’s tax burden can potentially be lowered by its relocation. Of course, federal income tax responsibilities will continue to exist even after you domesticate a Louisiana corporation to Florida.

• Franchise Tax: Franchise tax is another tax issued by the State of Louisiana but not the State of Florida. The C or S corporation will need to close its account with the Louisiana Department of Revenue and file final returns if required.

• Nexus: Your entity may still need to obey Louisiana tax laws even after its transition into a Florida entity if it has a nexus in its original formation state after its relocation. that state’s tax laws even after converting from a Louisiana LLC to a Florida LLC. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a given state.

At the end of the domestication project, Attorney Patel hosts a final consultation to address any questions or concerns that the client might have about their company’s relocation. During this meeting, we also provide them with a checklist with instructions to help them adapt to their new responsibilities as the owners of a Florida C or S corporation.

On top of the convenience and peace of mind that can come with working with our firm to domesticate a Louisiana corporation to Florida, Attorney Patel’s insight as both a lawyer and an entrepreneur can make him a valuable asset even after your company’s move. As a corporate law firm, we also provide a full suite of services tailored towards helping Florida C and S corporations.

Don’t gamble with your company’s future by trying to domesticate a Louisiana 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 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 a Louisiana 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.

Image by Jamie Carroll from Canva.com.