Can You Domesticate a Mississippi Corporation to Florida?

Can You Domesticate a Mississippi Corporation to Florida?

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

Updated: October 17, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

  • Mississippi C Corporations
  • Mississippi S Corporations


Table of Contents

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


Moving a C or S corporation from Mississippi to Florida can be a good deal for many business owners when you consider the different benefits that our state has to offer. In addition to having no state income tax, Florida has many other pro-business policies that could make your life easier as an entrepreneur. This type of relocation can be made possible by using a legal process known as “domestication.”

Many complications can arise when you try to domesticate a Mississippi corporation to Florida. The good news is that 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 explain our corporate law firm’s process for moving an entity to Florida from another state, as well as how our expertise and focus can help our clients save time and money when they work with us to domesticate a Mississippi corporation to Florida. It will also get into some of the risks and dangers involved with attempting to domesticate your business without an attorney’s assistance, and how we can prevent those dangers from being a problem in the first place.

The fallout from a mismanaged domestication can lead to undesirable consequences that range from fines to the accidental dissolution of your C or S corporation. Our legal team can help keep your business safe and help ensure an easy, seamless transition from state to state when you hire us to domesticate a Mississippi corporation to Florida.




What is a Domestication, Conversion, or Transfer?

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Domestication is a process authorized in certain states that can be used to change a Mississippi C or S corporation into 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.

Unlike some other ways that business owners can use to move their operations to a new state, domestication won’t interrupt your C or S corporation’s continuity. Its corporate identity will be preserved, too, which is a big part of holding on to the contracts, relationships, and licenses that your business will need to operate once its relocation is complete. Rights, assets, privileges, liabilities, and lawsuits will also come along with the business when you domesticate a Mississippi corporation to Florida.

The Florida Business Corporation Act will start to regulate your business immediately after its domestication into a Florida entity. While this won’t be the case for many relocating companies, there are some situations where the Mississippi Business Corporation Act will continue to apply as well, even after you domesticate a Mississippi corporation to Florida. Examples of these situations include having a taxable connection (nexus) or foreign qualification in Mississippi after changing your C or S corporation into a Florida entity. Talk to our corporate attorney about this during your consultation together.

Corporate transactions often come with legal and tax implications. Mistakes during the domestication process could pierce your corporate veil or discourage potential investors. Your corporation could even be liquidated or dissolved. It’s always worth the effort to find a qualified lawyer to assist you.
Pro Tip: Do you need a certificate of good standing from Mississippi? Some online resources claim that you need a certificate of good standing, but this document is not needed to domesticate a Mississippi corporation to Florida. The company must, however, be in good standing with the State of Mississippi.




Can Mississippi C or S Corporations Move to Another State?

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The Mississippi Code allows C and S corporations to move to other states by using the domestication process as a part of Section 79-37-501. Mississippi LLCs also have a way to become Florida LLCs, which you can read more about by clicking on this link.

§ 79-37-501 – Domestication authorized [Effective January 1, 2015]

(a) Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

MS Code § 79-37-501 (2014).

Will This Dissolve My Mississippi C or S Corporation?

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No, and you should ignore the advice of any online resources that instruct you to do so as a part of the domestication process, as these directions are incorrect. The only way that your company will be dissolved when you domesticate a Mississippi corporation to Florida is if mistakes are made because there wasn’t an attorney around to help manage the move. In fact, protecting your entity’s continuity is one of the main advantages of domesticating a company to begin with.

Do I Need To Get a New EIN if I Domesticate My Company to Florida?

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The Internal Revenue Service (IRS) will determine whether your C or S corporation can continue using the same EIN after domesticating to Florida based on factors specific to your company’s move. Generally, this requires that there can be no interruptions to the business’s continuity during its transfer from Mississippi to Florida. Nothing can be changed about its corporate identity, either, aside from its new domicile. An attorney’s assistance can go a long way to satisfying both of these factors.

How Can FL Patel Law PLLC Help Domesticate a Mississippi Corporation to Florida?

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Although every domestication has its own unique requirements that must be accounted for, our legal team has developed a process for addressing the steps that all of these types of transitions have in common. What comes next is an overview of this process, not specific instructions for how you can domesticate a Mississippi corporation to Florida. For that kind of help, schedule your consultation with our corporate attorney now.

Every process has a plan, and every plan has a process to follow. Every state has its own different steps to follow and requirements to satisfy when domesticating a C or S corporation. What follows is only a general overview and does not account for the specifics of each state.

Hiring our firm to domesticate a Mississippi corporation to Florida begins with an initial consultation and an investigation of the client’s business entity. This allows us to confirm that the company is eligible to domesticate to Florida and gives us the information needed to make that move happen, too.

The support and services that we provide to our corporate domestication clients includes:

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

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Our corporate law firm’s focus on relocating entities to Florida from out-of-state means that we know how to domesticate a Mississippi corporation to Florida as quickly as possible. We’re able to accomplish a transfer of this type in about two or three months, but some additional time might be needed depending on the size of the corporation and its assets.

The relevant agencies in both Mississippi and Florida will need at least several weeks each to process the documents necessary for your C or S corporation’s conversion. They might take longer if they’re facing issues such as backlogs or short staffing, too. As a result, your company’s transition to Florida could face significant delays if you have to file again to fix mistakes that were made because your project lacked an attorney’s oversight.




How Much Does it Cost to Domesticate a Mississippi Corporation to Florida?

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Mississippi charges a $50.00 filing fee for their required domestication paperwork and Florida charges $105.00, so you can expect to pay at least $155.00 in filing fees for this transition. It’s important to remember that, in addition to the other expenses required to relocate your business to a new state, mistakes made during your entity’s domestication can drive that cost even higher if they lead to repeated filing fees, fines, or other problems.

We provide flat fees to our domestication clients that are based on the exact demands of their company’s move to Florida, which helps them avoid unnecessary and unexpected costs during this transition. To review your company and get a quote to domesticate a Mississippi corporation to Florida, schedule your initial consultation with us now.

What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?

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There are many different ways that you can inadvertently place your business in jeopardy if you don’t have legal assistance when you try to domesticate a Mississippi corporation to Florida. By lending our experience to your company’s move, you can move forward with all of the benefits that come from our legal team’s high level of knowledge and expertise.

The risks involved with attempting to domesticate a Mississippi corporation to Florida without an attorney’s guidance can include:

  • Noncompliance with state laws
  • Revocation of the Mississippi 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.

Be aware that this is not a complete list of what can go wrong as a result of a mismanaged domestication from Mississippi 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 Mississippi corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Make Your Mississippi C or S Corporation’s Domestication More Convenient and Secure with FL Patel Law PLLC

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You don’t need to stress yourself out and place your company in danger by trying to take on something as complex as the domestication process by yourself. Our assistance with navigating this transition can help keep your business and its owners safe and offer critical support at every stage.

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What Are the Benefits of Domesticating a Mississippi C or S Corporation to Florida?

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1. There won’t be any need to file with the State of Mississippi again if your business’s nexus in that state is eliminated when you domesticate a Mississippi corporation to Florida.

2. Owning a Florida C or S corporation lets you work with Florida professional accountants, attorneys, and other essential service providers.

3. Working with our highly experienced law firm to domesticate a Mississippi corporation to Florida helps ensure a smooth transition that won’t interrupt your company’s continuity or its ability to do business.

4. Florida incorporation documents will immediately replace your company’s original incorporation documents from the State of Mississippi. This helps the business retain the same corporate powers, rights, benefits, exemptions, privileges, and principles after its move.

5. Domestication won’t do anything to the value of the company’s stock or how much has been issued to each shareholder. Property rights like real estate will also stay with the corporation during its transition from Mississippi to Florida. This will also be the case for any liabilities or lawsuits against the Mississippi corporation. However, the Florida corporation’s name may be substituted in for any pending legal procedures or actions.

6. The C or S corporation’s shareholders and directors don’t need to be Florida residents.

7. Domestication can remove your corporation’s nexus (taxable connection) in its original state. As a result, you could pay less in taxes issued at the state level after you domesticate a Mississippi corporation to Florida. Talk to your tax professional about this before making any decisions, however, as the tax implications that will result from domestication vary from business to business.

8. You won’t need to get a new EIN for your domesticated entity. This process only changes your company’s state of formation. Otherwise, its corporate identity will remain unchanged.

9. Another benefit of preserving your business’s continuity when you domesticate a Mississippi corporation to Florida is that it allows your company to keep the same bank accounts, taxpayer ID, operations, and contracts. That said, this won’t necessarily be the case without careful planning, research, and legal guidance.

What Tax Implications Can I Expect if I Domesticate a Mississippi Corporation to Florida?

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Preparing for the tax consequences of moving a company from one state to another often requires professional assistance due to the different laws involved. However, because our legal team can only give limited advice in these areas, it’s essential to also meet with your tax professional before you domesticate a Mississippi corporation to Florida. Some potential things to bring up during this meeting might include:

  • State Income Tax: Unlike Mississippi, business owners in Florida don’t have to pay a state income tax. This is one of the ways that you could be able to save money after you domesticate a Mississippi corporation to Florida.
  • Franchise Tax: Florida doesn’t impose a franchise tax on businesses, either, which can further lower your C or S corporation’s tax burdens at the state level. The business will need to close its account with the Mississippi Department of Revenue and file final returns if necessary.
  • Nexus: A nexus is a business’s taxable connection to a specific state, and it’s generally created when a company has a physical location, employees, or substantial activities in that particular state. If your domesticated C or S corporation still has a nexus in Mississippi after it becomes a Florida entity, then Mississippi tax laws will still apply.

Should I Hire FL Patel Law PLLC to Domesticate My Mississippi C or S Corporation?

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In addition to helping with documentation, filings, legal compliance, and many other aspects of the domestication process, our clients also find Attorney Patel’s advice to be a valuable resource both during and after we help them relocate their companies to Florida. You should also keep in mind as you move forward that our corporate law firm is fully equipped to offer any number of services that are often essential to successfully operating a business in Florida.

Attorney Patel meets with our clients at the end of each domestication project to ensure that all of their questions about their relocation from Mississippi to Florida have been answered. At this stage, our clients also receive a post-domestication checklist with useful information and instructions to help guide them through their new responsibilities as Florida business owners.

There’s no need to risk unnecessary expenses and agonizing delays by trying to domesticate a Mississippi corporation to Florida without an attorney’s help. 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 Mississippi 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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