Can You Relocate, Convert, or Domesticate a Maine Corporation in Florida?

How to Relocate, Transfer, Convert, or Domesticate a Maine Corporation to Florida

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

• Domicile a Maine corporation to Florida;
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• Maine corporations

Table of Contents

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

While Florida is famous for its lack of a state income tax, our state has many other pro-business policies that attract entrepreneurs from all over the country. Those interested in taking advantage of these benefits can do so using a corporate transaction known as “domestication” available to entities from qualifying states such as Maine and Florida.

Moving a corporation from Maine to Florida is a significant undertaking that involves many legal complexities. 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 Maine corporation to Florida.

This Insight article will give you an overview of the steps that we take to domesticate a Maine corporation to Florida, plus how our experience can save you time and money along the way. It also has critical warnings about the dangers of attempting this type of move without an attorney’s oversight.

Among other hazards, your company could be accidentally liquidated if you try to domesticate a Maine corporation to Florida without legal counsel. Our firm helps our clients navigate each step of the process so that they can safely and conveniently relocate their company to Florida while also maintaining its corporate identity.

Corporations from states that authorize domestication can use this process to move from one state to another.

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 Maine corporation to Florida, and it will be able to keep the same corporate identity, too. Domestication, when correctly executed, only changes the company’s state of formation. This means that the Florida corporation will have the same contracts, relationships, licenses, rights, assets, privileges, and liabilities that it had during its time as a Maine corporation.

After your company’s domestication, it will be governed by the Florida Business Corporation Act (FBCA) like all other Florida corporations. Keep in mind that there will be some circumstances where the Maine Business Corporation Act (MBCA) could continue to apply to your business even after its relocation. Be sure to bring this up when talking with our attorney during your consultation.

Maine allows corporations to domesticate to and from other qualifying states under Section 921 of the Maine Revised Statutes. Maine also allows limited liability companies to relocate using a similar method commonly known as “statutory conversion.”

No. Although your corporation won’t be able to do business in Maine without first filing for a foreign qualification, this does not mean that it is not the same entity that existed before the domestication. Dissolution is only useful when pursuing liquidation. It is not needed to domesticate a Maine corporation to Florida, and can only disrupt your efforts to do so.

The Internal Revenue Service (IRS) – the agency responsible for issuing your company’s EIN – decides this on a case-by-case basis. Generally, they allow converted and domesticated entities to keep using their original EIN as long as no changes are made to the business’s corporate identity. Its continuity can’t be interrupted during its domestication into a Florida entity, either.

Because every domestication project has its own unique needs, there’s no one-size-fits-all approach that can be taken when you domesticate a Maine corporation to Florida. What follows is a summary of how we help our clients move from state to state, not instructions for doing so. To get that type of reliable legal guidance, schedule your consultation with Attorney Patel now.

First, we review the client’s business to ensure that the entity is eligible for domestication. It also gives us what we need to know in order to develop a personalized plan to domesticate a Maine corporation to Florida. This also serves to prevent potential problems before they can threaten the company’s move.

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

• Drafting all documents required to domesticate a Maine corporation to Florida, including the Plan of Domestication;

• Ensuring compliance with the laws, regulations, and other legal requirements present in both Maine and Florida;

• Handling all filings and correspondence with Maine 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.

Working with a law firm as experienced as ours to domesticate a Maine corporation to Florida enables you to relocate your company as fast as possible. Under most conditions, this comes down to about two or three months, but it might take longer depending on the size of your business and its assets. This efficiency comes from our years of experience working with clients to domesticate and convert entities to Florida from different states.

State agencies in Florida and Maine will both need at least several weeks each to process your business’s domestication filings. Sometimes short staffing and backlogs can lead to delays, too. As a result, even small mistakes can lead to major setbacks when you domesticate a Maine corporation to Florida.

Every state has different filing fees for domesticating a company to a new location. Maine’s filing fee starts at $145.00, with additional fees required for expedited filings. Florida, on the other hand, charges $128.75, so the minimum amount that you can expect to owe here will start at $273.75. On top of any other necessary expenses, keep in mind that any mistakes you make with your documents will require additional filings, which will only send costs soaring higher.

Our corporate law firm offers flat fees for domestication projects in order to help keep costs minimal for our clients. This helps them avoid unnecessary and unexpected expenses, too. We base these flat fees on the specific demands of that particular relocation. Schedule your consultation now to get a quote to domesticate a Maine corporation to Florida.

A process as complicated as domesticating a corporation to a new state deserves the additional security that comes with an attorney’s assistance. Otherwise, there’s no way to guarantee a successful transition from Maine to Florida.

Attempting to domesticate a Maine corporation to Florida without an attorney’s oversight can pose risks that include:

• Noncompliance with state laws
• Revocation of the Maine 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.

Keep in mind that this list is not comprehensive, and that there are still more problems that can arise when you domesticate a Maine corporation to Florida without legal counsel.

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

There are many ways that this project could end poorly if you don’t have a corporate attorney around to help navigate the various laws, requirements, and procedures required to domesticate a Maine corporation to Florida. We can help prevent disruptions ranging from delays to dissolution while making things more convenient for you throughout the entire process.

1. You won’t need to file with the State of Maine again if relocating your company removes its nexus, or taxable connection, in its original formation state.

2. As the owner of a newly domesticated Florida corporation, you can work with Florida professional accountants, attorneys, and other service providers.

3. Unlike some other methods for relocating businesses from one state to another, domestication facilitates a smooth transition from Maine to Florida without interruptions or delays.

4. Florida formation documents will immediately replace your company’s initial formation documents upon their filing. Your company will also retain all corporate powers, rights, benefits, exemptions, privileges, and principles.

5. The shareholder’s stock in the company, and the value of that stock will not be changed when you work with our legal team domesticates a Maine 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 Maine entity’s name for any pending legal procedures or actions.

6. Your company’s directors and shareholders don’t need to be Florida residents.

7. Your entity’s nexus (taxable connection) to Maine could be eliminated by relocating the company to Florida. As a result, your tax burden could be lower at the state level. Talk to your tax professional about this, as tax implications will vary from business to business.

8. You won’t need to get a new EIN when domesticating an entity to a new state. Only its domicile will be changed, and the business will continue reporting taxes as it always has.

9. Your corporation can continue to use the same bank accounts, taxpayer ID, operations, and contracts as a Florida entity that it did as a Maine entity. However, this might not be the case without careful planning, research, and legal counsel.

Another important part of planning to domesticate a Maine corporation to Florida is accounting for the move’s tax implications. Our corporate legal team can only offer limited guidance on these issues, so consulting with your tax professional is essential to the success of your company’s relocation. A few topics to discuss with them could include:

• State Income Tax: Maine, unlike Florida, has a state income tax that must be paid on top of the one already issued at the state level. This is one way that business owners are frequently able to lower their expenses by moving their operations to Florida.

• Franchise Tax: Florida has no franchise tax for corporations, either. After you domesticate a Maine corporation to Florida will need to close its account with the Maine Revenue Services and file final returns if necessary.

• Nexus: Your company needs to obey the tax laws of any state where it has a nexus, regardless of its domicile or formation state. Nexus is usually established when a company has a physical presence, employees, or substantial activities in a given state.

At the end of the project, Attorney Patel hosts a comprehensive consultation to address the client’s remaining concerns or questions, if there are any. During this meeting, we also provide the client with a post-domestication checklist with instructions to help them adapt to their new lives as Florida business owners.

Attorney Patel’s advice and guidance is an invaluable asset when trying to domesticate a Maine corporation to Florida, but the potential benefits don’t end there. As a corporate law firm, we also provide a full suite of services that are essential to operating a C or S corporation in Florida.

Safeguarding your company’s future should be at the forefront of your mind when you domesticate a Maine corporation to Florida. By teaming up with our corporate law firm, 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 Maine 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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