How to Convert or Domesticate a Minnesota Corporation to Florida

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

Updated: February 11, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Minnesota corporations

Table of Contents

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

Florida has no state income tax and many other pro-business policies that can benefit companies regardless of their size or industry. Because of this, corporations from states like Minnesota often relocate to the Sunshine State so that they, too, can take advantage of all that Florida has to offer. This type of move can be accomplished using a legal process known as “domestication.”

Your business and its owners could be exposed to unnecessary risks if you try to domesticate a Minnesota corporation to Florida without an attorney’s advice and guidance. 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 page will go over the steps taken by our legal team when we’re hired to domesticate a Minnesota corporation to Florida and explain how our process can save business owners time and money. It also has some important warnings about the dangers that this transition poses to those who attempt to relocate a corporation across state lines without an attorney’s help.

Don’t underestimate how serious the consequences can be if you make any mistakes trying to domesticate a Minnesota corporation to Florida without help. Depending on what goes wrong, you might even accidentally liquidate your Minnesota C or S corporation. Our firm will 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 is a procedure that qualifying corporations can use to change their state of formation without dissolving and starting over again.

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 when discussing how to domesticate a Minnesota corporation to Florida.

Your business doesn’t have to give up its corporate identity when you domesticate a Minnesota corporation to Florida. Its continuity won’t be interrupted, either. As a result, the Minnesota entity’s contracts, relationships, licenses, rights, assets, privileges, and liabilities will seamlessly carry over with the domesticating corporation.

After changing your corporation into a Florida entity, it will be governed by the Florida Business Corporation Act (FBCA) instead of the Minnesota Business Corporation Act (MBCA). However, both laws could apply to the business regardless of its official formation state under certain circumstances, such as if it has a foreign qualification or nexus there after domesticating. Remember to talk to our attorney about this during your initial consultation.

Minnesota corporations and LLCs are allowed to domesticate or convert into entities in other states under Section 203A.681 of the Minnesota Statutes.

Domestication won’t dissolve your original business unless something goes wrong due to a lack of attorney oversight. It isn’t a part of the process, either, despite the incorrect claims on non-attorney websites. Dissolution should only be pursued when it’s time to shut your business down for good.

The Internal Revenue Service (IRS) decides whether a domesticating corporation can keep using the same EIN on a case-by-case basis. Once they’ve reached their decision, the IRS issues a private letter. Maintaining the company’s continuity and corporate identity during its relocation are an essential part of keeping the same EIN. Don’t forget that an attorney’s help can make all the difference with these types of issues when you domesticate a Minnesota corporation to Florida.

Every domestication project has its own specific demands and requirements, which means that there’s no one-size-fits all approach that will work for relocating a business from one state to another. Below you can find an overview of our process. Keep in mind, however, that these are not instructions on how to domesticate a Minnesota corporation to Florida. For that kind of hands-on assistance, schedule your consultation with Attorney Patel now.

Working with us to domesticate a Minnesota corporation to Florida starts off with an initial consultation and a review of the client’s business. This gives us a chance to confirm the entity’s eligibility and gather the information that we need for the company’s Plan of Domestication. It also helps us prevent problems that could harm the business or its owners.

The expertise and support that our corporate law firm provides when we’re hired to domesticate a Minnesota corporation to Florida includes:

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

Another advantage of working with our legal counsel to domesticate a Minnesota corporation to Florida is the convenience that comes with relocating your company as quickly as possible. Our experience has enabled us to create a streamlined process that can move a company to Florida from out of state in about two or three months under most circumstances. However, more time might be needed for larger companies with more assets.

Most of this time will be spent waiting on state agencies, each of which will need at least several weeks to process your company’s paperwork. Because of this, mistakes with your filings can cause significant delays when you domesticate a Minnesota corporation to Florida. Working with an attorney is the best way to prevent these types of mistakes and other threats to your business’s relocation.

The first expense that you’ll need to be aware of when you domesticate a Minnesota corporation to Florida will be the filing fees for your domestication paperwork. Minnesota charges $60.00 to file by mail and $80.00 to file in person. Florida charges $128.75, so these documents will cost at least $188.75 to file, and that’s assuming that you get everything right the first time around.

Working with our firm can help prevent unexpected costs when domesticating a corporation to Florida from another state. We give our clients flat fees for their corporate relocation projects, which can make budgeting easier and help lower costs. Schedule your consultation now for a quote to domesticate a Minnesota corporation to Florida.

A highly specific series of steps is required to successfully complete a corporate domestication to a new state. Those steps will vary depending on the states involved and other factors unique to that particular relocation. Hiring a law firm is the best way to make sure that you’re equipped with the knowledge, expertise, and vigilant attention to detail needed to domesticate a Minnesota corporation to Florida.

Trying to domesticate a Minnesota corporation to Florida without the help of an experienced attorney can lead to:

• Noncompliance with state laws
• Revocation of the Minnesota 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.

Remember that this isn’t a comprehensive list and that there are still more problems that you could encounter if you try to domesticate a Minnesota corporation to Florida on your 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 Minnesota corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Your company deserves the added level of protection that can only be achieved by hiring an attorney to manage your corporate domestication. Our expertise means that we can help you avoid interruptions and other unwanted surprises when you domesticate a Minnesota corporation to Florida. Working with us isn’t just a massive convenience – it’s foundational to securing the overall success of the project, too.

1. You won’t need to file with the State of Minnesota again if your company’s domestication removes its taxable connection (nexus) to its original formation state.

2. Moving your corporation to Florida will allow you to work with Florida professional accountants, attorneys, and other service providers.

3. Working with our law firm to domesticate a Minnesota corporation to Florida allows you to move your company without interruptions or delays.

4. Florida Articles of Incorporation will seamlessly replace your company’s original formation documents, which helps the business keep the same corporate powers, rights, benefits, exemptions, privileges, and principles that it had before domesticating.

5. The shareholder’s stock in the company, and the value of that stock will not be impacted by the corporation’s domestication from Minnesota 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 Minnesota entity’s name for any pending legal procedures or actions.

6. The corporation’s directors and shareholders won’t need to be Florida residents.

7. Your business won’t be required to keep its nexus (taxable connection) in Minnesota after it domesticates into a Florida entity. This could lead to lower taxes at the state level. Talk to your tax professional about this, as tax implications will vary from business to business.

8. Your corporation can keep using the same EIN after you domesticate a Minnesota corporation to Florida. Because only its domicile has changed, it’s still considered to be the same entity that existed previously, and will continue reporting taxes as it did before.

9. Domestication will also allow your corporation to keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts as a Florida corporation that it did as a Minnesota corporation. However, this might not be the case without careful planning, research, and legal guidance.

Moving a business across state lines often comes with significant tax implications. Our law firm will only be able to offer general information on these matters, so it’s essential that you work with a tax professional, too. A few things that you might want to bring up when consulting with them could include:

• State Income Tax: You probably already know that Florida has no state income tax. This fact is often greatly appreciated by our clients relocating corporations to the Sunshine State.

• Franchise Tax: Business owners domesticating to Florida will also want to know that our state doesn’t impose a franchise tax on corporations, either. The company will need to close its account with the Minnesota Department of Revenue and file final returns if necessary.

• Nexus: Also known as a taxable connection, a business has a nexus in any state where it has employees, a physical presence, or conducts substantial business. If your C or S corporation still has a nexus in Minnesota after moving to Florida, then it will need to follow tax laws in both states.

Once the Minnesota entity has been successfully domesticated into a Florida corporation, Attorney Patel holds a final consultation that allows him to address any of the client’s remaining questions. During this consultation, they also receive a post-domestication checklist containing instructions to help them adapt to their new lives as Florida business owners.

Our corporate law firm provides a suite of legal services that could be vital to your business’s success after you domesticate a Minnesota corporation to Florida. Attorney Patel’s experience as both an entrepreneur and a lawyer give him a unique perspective that make him an exceptional resource for Florida business owners.

Don’t put your company’s future in jeopardy by trying to domesticate a Minnesota 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 with us now to get started.

Our firm is ready to help domesticate your Minnesota corporation to Florida. Don’t risk breaking your business’s stride — get assistance from an experienced business domestication attorney by scheduling a time through our online calendar or by calling (727) 279-5037.

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