How to Convert or Domesticate a New Jersey Corporation to Florida

Relocate, Convert, or Domesticate a New Jersey Corporation to Florida

Updated: January 12, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• New Jersey Corporations

Table of Contents

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

The State of New Jersey has finally authorized corporate domestication, which means that your New Jersey corporation now has the option to change into a domestic entity under another state’s jurisdiction. Specifically, if you domesticate a New Jersey corporation to Florida, you and your company could both benefit from our state’s strong pro-business laws and the fact that our state doesn’t levy its own income tax.

There are many ways that this type of transition can end badly if you don’t have the help of an experienced corporate attorney. 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 New Jersey corporation to Florida.

In addition to laying out some of the steps we take to domesticate a New Jersey corporation to Florida, this article will also explain how our law firm’s refined process can save your company time and money during its move as well. It also has some essential warnings about how an improperly managed domestication can lead to serious legal problems and how an attorney can keep those problems from ever threatening your business to begin with.

Moving a corporation across state lines is a serious undertaking that deserves the assistance of legal counsel. In fact, certain mistakes could even liquidate your company, potentially erasing years of hard work. Our corporate law firm can help you safely navigate each stage of the domestication process and prepare for success as a Florida entity.

“Domestication” is a popular method for legally changing a company’s formation state and domicile. It can be used to change a New Jersey corporation into a Florida corporation.

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 you domesticate a New Jersey corporation to Florida, you’re able to relocate your business without changing or giving up its established corporate identity. It won’t interrupt its continuity, either, assuming that everything is executed properly. As a result, the New Jersey entity’s pre-existing contracts, relationships, licenses, rights, assets, privileges, and liabilities will easily transfer over to the domesticated Florida entity.

The Florida Business Corporation Act (FBCA) will take over as the governing law for the entity after its domestication is complete. However, the New Jersey Business Corporation Act (NJBCA) could also continue to apply even after your company’s move under certain circumstances, such as if your business has a foreign qualification or nexus in its original state. Be sure to bring this up during your initial consultation with our corporate attorney.

As of 2023, it’s possible to domesticate a New Jersey corporation to Florida under the New Jersey Statutes. A New Jersey LLC can use a similar procedure known as statutory conversion to become a Florida entity as well.

Dissolution won’t be an issue when you domesticate a New Jersey corporation to Florida unless mistakes occur due to a lack of attorney oversight. While the domesticated Florida corporation might not be able to do business in its original formation state without a foreign qualification, this does not mean that the initial entity is in any way inactive or dissolved. It’s still the same business both before and after undergoing this process.

This ultimately depends on the unique circumstances of your company’s transition into a Florida entity. After you domesticate a New Jersey corporation to Florida, the Internal Revenue Service (IRS) will issue a private letter ruling with their decision as to whether you can keep using the same EIN. Among other factors, protecting your business’s continuity and corporate identity are essential to securing the continued use of your original EIN.

Every domestication and conversion project comes with its own unique demands and challenges depending on the business’s needs and the particular states that are involved. With that in mind, what follows is a general overview of our domestication process and should not be used as instructions to domesticate a New Jersey corporation to Florida. For that level of personalized guidance, schedule a time with our corporate attorney now.

Teaming up with our law firm to domesticate a New Jersey corporation to Florida starts with an initial consultation with the client and a review of their company. This allows us to confirm that the company is eligible for domestication and gives us the information needed to make that move happen without delays, legal issues, or other problems.

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

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

Our firm’s skills and expertise allow us to domesticate a New Jersey corporation to Florida as fast as possible. This high level of efficiency comes from years of experience with handling these types of transitions. We can relocate most of our corporate clients to Florida in about two or three months. That said, more time could be required for larger businesses with more significant assets.

The appropriate agencies in both states will each need a minimum of several weeks to process your company’s domestication documents. Because of this, even small mistakes can lead to big delays when you domesticate a New Jersey corporation to Florida. This is another reason to work with a law firm that can help ensure that all of your paperwork is done right the first time. Keep this in mind as you move forward, and don’t forget that such delays can hurt your company’s budget, too.

Domestication filing fees vary from state to state. New Jersey charges $75.00 and Florida charges $128.75, which means that your initial filing fees will cost at least $203.75. This total can grow much higher if mistakes are made during the filing process, especially if you have to deal with newfound legal problems on top of your repeated filing fees.

Our legal team’s diligence can help prevent these and other unexpected costs from impacting our clients when we domesticate a New Jersey corporation to Florida. All of our conversion and domestication services are provided on a flat fee basis calculated off of the specific needs of the move. Schedule a consultation with Attorney Patel now to get a quote for your company’s domestication.

A very 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 New Jersey corporation to Florida.

A lawyer’s assistance can help prevent the following problems when you domesticate a New Jersey corporation to Florida:

• Noncompliance with state laws
• Revocation of the New Jersey 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.

This is not a complete list of what can go wrong during a mismanaged domestication to a new state.

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

Don’t discount just how severe the consequences of a failed domestication can be. Investing in an attorney’s help when you domesticate a New Jersey corporation to Florida doesn’t just make things easier for you as a business owner – it helps secure the success of the move, too.

1. Domestication can remove your company’s nexus (taxable connection) in New Jersey if it is no longer doing business in its initial incorporation state. In this situation, you won’t need to file with the State of New Jersey ever again.

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

3. Working with an attorney to domesticate a New Jersey corporation to Florida is the best way to ensure that there aren’t any interruptions or delays during your company’s move.

4. Florida Articles of Incorporation will seamlessly replace your New Jersey entity’s original incorporation documents, which enables the business to retain the same corporate powers, rights, benefits, exemptions, privileges, and principals.

5. All shareholders will retain the same amount of stock that they had before domesticating their corporation, and the value of that stock won’t be changed by this process, either.

6. There’s no need for the corporation’s directors or shareholders to live in Florida once they have domesticated their business to Florida.

7. Lower taxes at the state level are another way that business owners can often save money by relocating their operations to Florida. Talk to your tax professional for help navigating these tax matters, as the specifics are unique to each business.

8. A correctly domesticated entity can keep using the same EIN, as it’s still the same corporation that existed previously, just with a new jurisdiction.

9. When you domesticate a New Jersey corporation to Florida, it can also continue using the same bank accounts, taxpayer ID, operations, and contracts. However, careful planning should be done before domesticating or converting a business to prevent potential errors or other problems.

Preparing for the tax implications of your company’s move is just as important as preparing for legal implications. You’ll need to bring your chosen tax professional on board for this, as our firm can only offer general information when it comes to tax matters. A few of the topics that you might want to talk to them about could include:

• State Income Tax: As the owner of a New Jersey corporation, you already know that your state collects an income tax. Florida, however, does not. While federal tax responsibilities will persist, this is one way that business owners often save money by relocating to Florida.

• Franchise Tax: Much like state income tax, franchise tax is another financial burden imposed by the State of New Jersey but not by the State of Florida. Be sure to close out the relevant accounts and pay any due taxes.

• Nexus: New Jersey tax laws might still apply to your company if it continues to have a nexus in New Jersey after becoming a Florida entity. Generally, a nexus (taxable connection) is established when a business has a physical location, employees, or conducts substantial activities in a particular state.

Working with a reliable and experienced attorney to relocate your business is the best way to avoid disastrous problems when you domesticate a New Jersey corporation to Florida. Our corporate law firm can provide many different legal services that could be useful, if not essential to your business’s success after moving it to Florida.

After the company has been relocated, Attorney Patel meets with the client for an exit consultation. This gives our clients an opportunity to ask any remaining questions that they have about the project. They are also given a helpful post-domestication checklist that will introduce them to some of their responsibilities as Florida business owners.

Don’t risk your company’s future by trying to domesticate a New Jersey corporation to Florida without all the benefits that come with hiring an attorney to manage your move. 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.

Spare yourself the stress and save time 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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