How to Convert or Domesticate a Nevada Corporation to Florida

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

Updated: January 7, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Nevada Corporations

Table of Contents

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

Florida might be giving Nevada a run for its money when it comes to the title of the Freest State in America, especially as far as business owners, consultants, and other entrepreneurs are concerned. Our state imposes no personal income tax, and we have an extremely pro-business government to boot. Corporations interested in relocating to Florida in order to benefit from these advantages may be able to do so thanks to a statutory process known as domestication.

Trying to domesticate a Nevada corporation to Florida without an attorney’s oversight can pose serious risks to both the business and its owners. 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 article will give you a general overview of how we can help domesticate a Nevada corporation to Florida, as well as how that assistance can save time and money along the way. It also has some essential warnings about what can go wrong if you take on a project of this size without a lawyer’s help.

Don’t underestimate how serious the consequences can be if you make any mistakes trying to domesticate a Nevada corporation to Florida without help. Depending on what goes wrong, you might even accidentally liquidate your entity. 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 one of the most convenient methods for changing a Nevada corporation into a Florida corporation, assuming that everything is executed properly.

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.

This legal process lets you change your company’s formation state without changing or giving up its original corporate identity. Its continuity will be protected while domesticating to Florida, too. This means that the Nevada corporation’s contracts, relationships, licenses, assets, privileges, and liabilities will transfer over to the domesticated Florida corporation. 

As a Florida corporation, your business will be governed by the Florida Business Corporation Act (FBCA). It’s important to know that there are some occasions when a domesticating Nevada corporation will need to continue following the rules of the Nevada Business Corporation Act (NBCA) as well. This won’t be the case for every business, but a couple of these circumstances include having a foreign qualification or nexus in Nevada after transitioning into a Florida entity. 

Nevada corporations can use domestication to change into entities in eligible states under Section 92A.105 of the Nevada Statutes. A similar process is available to Nevada LLCs commonly known as statutory conversion.

When you domesticate a Nevada corporation to Florida, your original business won’t be dissolved in any way unless mistakes are made with your company’s filings. Working with a corporate attorney while relocating your business to Florida is the best way to prevent the types of errors, omissions, and mistakes that could lead to the accidental liquidation of your company.

Whether a domesticating entity can keep using the same EIN is determined by the IRS on a case-by-case basis. After evaluating the specific circumstances of that company’s move, they issue a private letter ruling with their decision. Generally, ensuring that your company’s continuity remains unbroken is one of the most important considerations here, as it must retain its corporate identity to continue using the same EIN.

Every domestication and conversion project has its own specific requirements depending on the business’s needs, the states involved, and other factors unique to that particular move. The following information is for general purposes only. It constitutes a general overview of our process and should not be used as instructions to domesticate a Nevada corporation to Florida. For that level of personalized direction, schedule a consultation with our corporate attorney now.

All of our domestication projects start with an initial consultation and a thorough review of the client’s corporation. This ensures the business’s eligibility and gives us the information that we need to keep everyone’s interests safe and secure while we domesticate a Nevada corporation to Florida.

Hiring our corporate law firm to domesticate a Nevada corporation to Florida gives you all the benefits of the following services:

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

Knowing that your company’s domestication will be completed as quickly as possible is just one of the many advantages of working with our corporate law firm. We’ve used our wealth of experience to create a streamlined process that we can use to domesticate a Nevada corporation to Florida without delays or interruptions. This works out to about two or three months in most cases, but more time could be required depending on the size of the corporation and its assets.

State agencies in both Florida and Nevada will each need a minimum of several weeks to process your company’s documents. Because of this, even small mistakes in your paperwork can lead to serious delays that can impact your business’s bottom line.

Every state gets to set their own filing fees for domestications and conversions, and these fees can vary wildly from state to state. Nevada charges $350.00 and Florida charges $128.75, so your initial filings are going to cost at least $478.75. Things can get expensive fast if you have mistakes that need to be corrected or, even worse, cause noncompliance or other legal issues.

FL Patel Law PLLC provides flat fees for all of our corporate domestication projects.Not only does this help minimize costs for our clients – it also prevents unexpected costs and makes budgeting easier, too. Schedule an initial consultation with Attorney Patel now to get a quote to domesticate a Nevada corporation to Florida.

Domestication is a highly involved legal process that can go wrong in many different ways if the project isn’t led by someone with experience. There are multiple factors that need to be considered when you domesticate a Nevada corporation, such as the different laws in each state. Working with our experienced corporate law firm can help make sure that your company has everything it needs for a safe transition from Nevada to Florida.

Attempting to domesticate a Nevada corporation to Florida without reliable legal guidance can lead to consequences that include:

• Noncompliance with state laws
• Revocation of the Nevada 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 you domesticate a Nevada corporation 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 consequences that can come about from an incorrectly handled domestication.

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

Working with our corporate attorney to domesticate a Nevada corporation to Florida isn’t just a matter of convenience – it’s vital to securing a successful transition from one state to another. Unless you have reliable legal guidance, there’s no guarantee that your corporation will even survive this type of move.

1. Domestication can remove your corporation’s nexus (taxable connection) in Nevada, which in turn can eliminate any need to file with the State of Nevada ever again.

2. After becoming a Florida corporation owner yourself, you can collaborate with Florida professional accountants, attorneys, and other service providers.

3. Unlike some other methods, domestication enables a smooth transition from state to state that won’t interrupt your corporation’s ability to do business.

4. When you domesticate a Nevada corporation to Florida, your business’s original incorporation documents will be seamlessly replaced by Florida Articles of Incorporation drafted by our legal team. Your company will also retain all of its corporate powers, rights, benefits, exemptions, privileges, and principles.

5. Domestication won’t change the value of the corporation’s stock or the amount of stock issued to each shareholder. Real estate and property rights will also transfer over to the domesticated entity without issue. 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 Nevada entity’s name for any pending legal procedures or actions.

6. The corporation’s directors and shareholders don’t need to live in Florida after the domestication is complete.

7. Your domesticated Florida corporation doesn’t need to continue having a nexus in its original state. This can lead to lower taxes at the state level depending on your business’s circumstances. Talk to your tax professional about this, as the specific implications will vary from company to company.

8. Your company can continue using the same EIN after you domesticate a Nevada corporation to Florida.

9. The domesticated Florida corporation can also keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it used back in Nevada. However, this might not be the case without careful planning, research, and legal guidance.

The specific tax consequences of domesticating a corporation to a new state will vary from company to company. Our legal team can only offer general guidance in these areas, so bringing your tax professional on board before trying to domesticate a Nevada corporation to Florida. This is essential to staying compliant at both state and federal levels. A few items to consider bringing up when consulting with them could include:

• State Income Tax: One thing that Florida and Nevada have in common is that neither state forces an income tax on business owners. Of course, federal tax laws and requirements will apply to your business no matter which of the 50 states it’s domiciled in.

• Franchise Tax: Another similarity between Florida and Nevada is that neither state has a franchise tax, either.

• Nexus: A nexus, or a company’s taxable connection to a specific state, is generally created when that company has a physical presence, employees, or engages in substantial activities in that location. If your corporation still has a nexus in its original state after you domesticate a Nevada corporation to Florida, then Nevada tax laws will still apply.

After completing their corporation’s domestication, Attorney Patel meets with the client to address any remaining questions. During this consultation, they also receive a helpful checklist with instructions to guide them through some of their new responsibilities as Florida business owners.

The advice of an experienced attorney can be a game changer when setting up a company in a new state. Keep in mind, too, that our corporate law firm provides a suite of services that could prove useful, if not essential, to your business’s future success.

A project as important as trying to domesticate a Nevada corporation to Florida deserves the kind of safety and security that can only be achieved by working with an attorney. Enlisting us as your ally can also give you 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 Nevada 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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