Can You Domesticate a North Carolina Corporation in Florida?

Relocate, Transfer, Convert, or Domesticate a North Carolina Corporation to Florida

Updated: September 24, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• North Carolina C Corporations
• North Carolina S Corporations

Table of Contents

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

Florida has a lot to offer business owners with C or S corporations from other states. Perhaps one of Florida’s most popular and well-appreciated perks is that it issues no state income tax on businesses or individuals, but there’s a lot more to love about being an entrepreneur in our state than just that. The owners of C or S corporations from outside of Florida should know that they can benefit from all that our state has to offer by taking advantage of a process called “domestication.”

A project as complex and consequential as trying to domesticate a North Carolina corporation to Florida deserves all the convenience and protection that comes with having experienced legal counsel as your ally. 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 brief overview of the many benefits of working with our firm to domesticate a North Carolina corporation to Florida, such as what we do to help save our clients time and money along the way. It also has some important information about the risks that you and your company could be exposed to if you attempt this project without an attorney’s guidance and oversight.

The dangers of an improperly managed corporate domestication can range from fines to the dissolution of your business. 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 legal method that can change a C or S corporation’s formation state, allowing it to move across state lines without giving up its corporate identity.

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.

In addition to other benefits, your business’s continuity is protected while domesticating to Florida, assuming that the process is managed correctly. This helps the business maintain important relationships, contracts, and licenses. It’s also fundamental to ensuring that the North Carolina corporation’s rights, assets, privileges, and liabilities properly transfer over to the domesticated Florida corporation.

The Florida Business Corporation Act (FBCA) will start regulating your after it becomes a Florida entity. That said, it’s important to know that there are conditions in which it will need to keep following the rules of the North Carolina Business Corporation Act (NCBA), too. Some of these conditions include having a foreign qualification or taxable connection (also known as a “nexus”) in North Carolina after domesticating your entity into a Florida C or S corporation. Be sure to discuss this with our corporate attorney during your initial consultation.

It’s possible to domesticate a North Carolina corporation to Florida according to section 55-11A-10 of the NCBA. North Carolina LLCs can also become Florida LLCs using a similar process that you can read about by clicking this link.

The only way that your company will be dissolved when you domesticate a North Carolina corporation to Florida is if something goes wrong during its relocation due to a lack of legal guidance. It isn’t a necessary part of the process, either, despite what some sources online incorrectly state. Still, working with an attorney is the best way to prevent accidental liquidation and many other problems when moving a C or S corporation from one state to another.

This will be determined by the Internal Revenue Service (IRS) based on the specific circumstances of the company’s relocation. Perhaps the most important of their considerations will be whether your corporation’s continuity was maintained during its domestication to Florida. Any interruptions when trying to domesticate a North Carolina corporation to Florida, no matter how small, could cost your company its ability to continue using the same EIN. It’s also very important that no other changes are made to the entity’s corporate identity besides its updated domicile.

Because of the many different factors involved when moving a business across state lines, the necessary steps to domesticate a company will be largely unique to that entity’s move. However, we’ve developed a refined process for tackling the core components of these transitions. Our experience and legal knowledge mean that we can easily navigate our way through the specific complexities of your project, too. What follows is an overview of those core components, not instructions on how to domesticate a North Carolina corporation to Florida. For that kind of guidance, schedule your initial consultation with our corporate attorney now.

The project begins with an initial consultation with our client and a thorough review of their C or S corporation. This allows us to confirm the entity’s eligibility and allows us to collect the information that we will need to successfully domesticate their entity to Florida while preventing problems that could derail the relocation altogether.

The support that your business can receive when you hire us to domesticate a North Carolina corporation to Florida includes:

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

Thanks to our firm’s experience with relocating companies to Florida from other states and our refined processes for making those relocations happen, we’re able to accomplish this type of project as quickly as possible for our clients. Under most circumstances, we can domesticate a North Carolina corporation to Florida in about two or three months. More time could be required, however, depending on the size of the corporation and its assets.

Because a lot of this time will be spent waiting on the appropriate state agencies to process your documents, even small errors with your paperwork can delay your company’s transition for a long time. Remember that each agency will at least need several weeks to process the documents needed to domesticate a North Carolina corporation to Florida, and that they also face their own delays due to short staffing and other internal issues. Working with an attorney for this project is the best way to prevent these unnecessary setbacks and keep things on schedule.

Like many other parts of the domestication process, the necessary filing fees vary from state to state. North Carolina charges $50.00 and Florida charges $128.75, so it will cost you a minimum of $178.75 just to have your initial documents processed. On top of the other expenses needed to domesticate a North Carolina corporation to Florida, these costs can be driven much higher if mistakes are made during the domestication process, especially if those mistakes lead to regulatory or legal problems.

Our corporate law firm provides flat fees for our domestication projects that are based on the specific needs of that particular company’s move. In addition to preventing the added costs that can come with a mismanaged domestication, this is another way that we work to minimize expenses for our clients. Schedule your initial consultation now to review and get a quote to domesticate a North Carolina corporation to Florida.

The skills and experience possessed by our corporate law firm can make for a powerful shield against the types of issues that can arise when working to domesticate a North Carolina corporation to Florida. The consequences of any missteps here could follow you and your company for years, and should be avoided at all costs.

Without an attorney’s guidance, trying to domesticate a North Carolina corporation to Florida could lead to:

• Noncompliance with state laws
• Revocation of the North Carolina 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 you domesticate a North Carolina 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.

Be aware that the above, despite its length, is not a comprehensive list of what the fallout can be from an improperly managed 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 North Carolina corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Trusting your domestication to our corporate attorney does much more than help simplify a complicated process. Fines, delays, dissolution, and more can threaten those who take on a project like this alone, and only an experienced lawyer knows how to help your business safely navigate those threats.

1. If your company’s nexus in North Carolina is removed when it becomes a Florida entity, then there won’t be any need to file documents with the State of North Carolina again.

2. As the owner of a Florida C or S corporation, you can work with other Florida professionals including attorneys, professional accountants, and other essential service providers.

3. Your company can keep doing business without interruptions or delays during its relocation when you hire us to domesticate a North Carolina corporation to Florida.

4. Because Florida Articles of Incorporation immediately replace your company’s original formation documents, your company will be able to keep benefiting from the same corporate powers, rights, benefits, exemptions, privileges, and principles that it had before transitioning into a Florida corporation.

5. The company’s stock – both its value and the number of shares issued – will stay the same both before and after your company’s domestication. When you domesticate a North Carolina corporation to Florida, real estate and other property rights will be carried over along with the business itself, as will any liabilities or lawsuits. The Florida corporation’s name may be substituted in place of the North Carolina entity’s name for any pending legal procedures or actions.

6. None of the C or S corporation’s owners need to live in Florida after domesticating their business here from North Carolina.

7. As a Florida entity, your corporation won’t need to keep having a taxable connection in North Carolina. This could reduce what you pay for taxes issued at the state level. Talk to your tax professional about this, as tax implications will vary from business to business.

8. When you domesticate a North Carolina corporation to Florida, you can keep using the same EIN. This is because it’s the same entity that existed before, just with a new state of formation.

9. Another benefit gained when you domesticate a North Carolina corporation to Florida is that the entity can keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it did before relocating. However, this might not be the case without careful planning, research, and legal guidance.

Because tax laws are different in each state, you’ll need to prepare for the resulting tax implications before you domesticate a North Carolina corporation to Florida. Some of these changes could even be beneficial, but because our firm can only offer limited advice in these areas, consulting with your tax professional is just as essential to your transition’s success as it is to consult a corporate law attorney. A few things you might want to discuss with them could include:

• State Income Tax: You probably already know that, unlike North Carolina, Florida doesn’t have a state income tax. This is one way that many business owners who relocate to our state are able to save money after moving. Federal responsibilities will, of course, still apply after you domesticate a North Carolina corporation to Florida.

• Franchise Tax: Another tax that’s issued by North Carolina but not by Florida is franchise tax. The domesticating C or S corporation will need to close its account with the North Carolina Department of Revenue and file final returns if necessary.

• Nexus: Whether a company has a nexus in a state determines whether or not it needs to follow that state’s tax laws. Generally, nexus is established when a company has a physical presence, employees, or substantial activities in a particular state. If your company’s nexus continues to exist in North Carolina after its domestication, then North Carolina’s tax laws will still apply.

After our legal team has successfully changed a client’s C or S corporation into a Florida entity, Attorney Patel hosts a comprehensive consultation to conclude the project and address any remaining questions. We also provide them with a post-domestication checklist with instructions to help guide them through their new responsibilities as Florida business owners.

Working with us to domesticate a North Carolina C or S corporation to Florida makes it easier to benefit from our other corporate and legal services in the future, too. In addition to helping our clients with trademarks, contracts and other matters, Attorney Patel’s unique experience as both a corporate lawyer and an entrepreneur himself can make his advice especially useful to business owners.

There’s no need to take on unnecessary risks by trying to domesticate a North Carolina corporation to Florida alone. 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.

Are you ready to move your North Carolina corporation down the coast to sunny and beautiful Florida? Don’t risk breaking your business’s stride — get assistance from an experienced corporate domestication attorney by calling (727) 279-5037 or by reserving a time through our online calendar.

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