Can You Domesticate a Nebraska Corporation to Florida?

Can You Domesticate a Nebraska Corporation to Florida?

Relocate or Domesticate a Nebraska Corporation to Florida

If you’re interested in relocating your Nebraska corporation to Florida — whether it’s to enjoy our state’s unrivaled scenery or to benefit from our state’s pro-business policies — then you’ve come to the right place. There are many ways that you can make this happen, and it doesn’t necessarily require dissolving your Nebraska entity and reincorporating in the Sunshine State from scratch. The process our firm most frequently recommends to corporate clients is called domestication. Much like an LLC conversion, it allows a corporation to amend its formation or origin state.

What Happens to My Nebraska Corporation During Domestication?

One of the most notable advantages to using domestication to relocate your corporation is that it preserves your business’s continuity. As a result, your corporation will experience no interruptions during the move. Another great reason to domesticate your business is that the domesticated entity is same corporation that existed in Nebraska, just under a new jurisdiction. This means that there will be no changes to its ownership structure, its EIN, or even its incorporation date. The corporation will probably even be able to keep using the same name, although this will not be the case if that name is already taken by a Florida entity.

What are the Effects of Domesticating My Nebraska Corporation to Florida? 

Many prospective Clients interested in domesticating to Florida are relieved to learn that the process has a negligible impact on the corporation or its operations. Shareholder rights and the ability to issue new shares in the company will be preserved by the Florida Articles of Incorporation, the Terms of Domestication, and the FBCA. The domestication won’t impact the value of the corporation’s stock, securities, or eligible interests, either. Because this is the same business that existed in Nebraska, any obligations, liabilities, lawsuits, or other proceedings against the Nebraska corporation will follow it to Florida as well.

Will My Nebraska Corporation Dissolve When Domesticating to Florida?

No. In fact, that’s one of the reasons why we’re such strong advocates for corporate domestication. Instead, your Nebraska corporation is legally transformed into a Florida corporation. The domesticated business, however, loses its ability to transact business in its previous formation state after relocating. If your Florida corporation is going to have a presence in any state other than Florida, then it will need to file a Foreign Qualification with those jurisdictions first.

How Long Does It Take to Domesticate My Corporation? 

Most corporations without real estate can domesticate from Nebraska to Florida in about four to twelve weeks. Corporations with real estate and/or significant assets should work with their attorneys for an exact estimate. 

How Do I Domesticate My Nebraska Corporation to Florida?

Most corporations begin the domestication process by drafting a Plan of Domestication. Your typical Plan of Domestication should include relevant information such as the authorizing statutes from both states, the transfer of rights and obligations to the domesticated entity, an overview of company ownership, expected tax consequences, and any supplementary documents called for by state law. Next, the Plan needs the signatures of the Shareholders and Directors. Then, the remaining documents can be filed with the proper state agencies.

Be careful and strictly follow the instructions in both the Florida and Alabama corporate domestication statutes. Failure to do so could cause major problems for your business, including potential dissolution.

Should I Use FL Patel Law PLLC to Domesticate My Corporation? 

Yes! Our firm has partnered with businesses in countless different industries from all over America to help relocate their operations to Florida. Because we have a refined and proven process in place for making this happen, there’s no need to worry about delays or other costly inconveniences. We also make sure to keep our clients updated and educated every step of the way.

Corporate transactions often come with legal and tax implications. Mistakes during the domestication process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. It’s always worth the effort to find a qualified lawyer to assist you.

Does Florida Permit the Domestication of Nebraska Corporations?

Florida allows businesses to relocate to Florida and become Florida entities if that business’s origin state has similar laws authorizing the move. A full list of the conditions that domesticating corporations must meet and the procedures they must follow can be found in Section 607.0101 of the Florida Business Corporation Act (FBCA). Review this section very carefully. Mistakes here could cause dissolution.

Does Nebraska Allow Corporations to Domesticate or Move to Florida?

Yes, pursuant to Section 21-2,127 of the Nebraska Revised Statutes Annotated.

(b) A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in sections 21-2,127 to 21-2,132. 

Neb. Rev. Stat. Ann. § 21-2,127

Our firm prides itself on its client-centered focus. We take the time to learn everything we can about your corporation and your plans for its future when domesticating your business. This way, you don’t have to worry about dissolution or other headaches along the way. Call us at (727) 279-5037 or visit our consultation page today.

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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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