Can You Domesticate a North Dakota Corporation to a Florida Corporation?

Relocate, Convert, or Domesticate a North Dakota Corporation to Florida 

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• North Dakota Corporations

Table of Contents

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

While relocating a corporation to Florida requires a lot of time and effort, this type of move can be highly beneficial for both the company and its owners. In addition to having no state income tax, Florida has many other pro-business policies that appeal to entrepreneurs from across the United States. If that sounds appealing to you, then you should know that corporations from qualifying states like North Dakota can accomplish this transition by using a legal process called “domestication.”

Without the right experience and legal guidance, trying to domesticate a North Dakota corporation to Florida can cause long lasting damage to your entity. 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 outline our firm’s general process for relocating a corporation to Florida from out of state, as well as how an attorney’s assistance with this project can help save time and money. It will also have some important warnings about the dangers of trying to domesticate a North Dakota corporation to Florida alone, so be sure to keep reading.

The fallout from a failed domestication can include everything from fines to the accidental dissolution of your entity. Your company’s move deserves the safety that comes with an attorney’s oversight. 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 when you hire us to domesticate a North Dakota corporation to Florida.

Domestication refers to a legal process that corporations can use to move from one qualifying state to another.

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 discussing how to domesticate a North Dakota corporation to Florida.

Domesticating a corporation changes the entity’s formation state and domicile while leaving the rest of its identity intact. The business’s continuity won’t be interrupted, either, assuming that everything is filed and managed properly. This is useful for protecting essential relationships, contracts, and licenses while also ensuring that the North Dakota corporation’s rights, assets, privileges, and liabilities transfer to the domesticated Florida corporation.

After you domesticate a North Dakota corporation to Florida, the Florida Business Corporation Act (FBCA) will replace the North Dakota Business Corporation Act (NDBCA) as the entity’s governing law. Keep in mind that there are some situations where both Acts could apply to the business at the same time. Such circumstances include having a foreign qualification or nexus (taxable connection) in the domesticated entity’s initial formation state. Bring this up when consulting with our corporate attorney.

The State of North Dakota authorizes corporate domestication under Section 55-11A-10 of the North Dakota General Statutes Annotated. However, the other state in question must also have similar laws authorizing this type of transfer, as is the case with the State of Florida. North Dakota LLCs have a similar option available to them known as statutory conversion that they can use to become Florida entities, too.

The only way that you can trigger dissolution when you domesticate a North Dakota corporation to Florida is if mistakes are made due to a lack of attorney oversight. While a domesticated corporation might not be able to keep doing business in its initial formation state without getting a foreign qualification first, that doesn’t mean that the original entity has been dissolved. Your company is still the same company it always was, just with a new domicile.

This will be determined by the Internal Revenue Service (IRS) based on the circumstances surrounding your North Dakota corporation’s domestication to Florida. Once they’ve made their determination, they will send a private letter ruling to your company. Among the most important considerations here are protecting your business’s continuity and corporate identity. Because you’ll be dealing with two sets of state laws here, an attorney’s help will be a powerful asset.

Every conversion and domestication project has its own unique needs and requirements that can only be determined after we’ve had time to thoroughly analyze our client’s company. Here, we’ll review the general steps that we take when relocating a company to Florida from out of state. These are not instructions on how to domesticate a North Dakota corporation to Florida. For that kind of personalized guidance, schedule your consultation with us now.

First, we have our initial consultation with the client and review the business that they want domesticated to Florida. This lets us confirm the company’s eligibility while we gather the information that we’ll need to develop its Plan of Domestication. Taking this degree of care early on in the process also better enables us to prevent costly legal issues when clients hire us to domesticate a North Dakota corporation to Florida.

The services that you and your company can enjoy when you hire us to domesticate a North Dakota corporation to Florida include:

• Drafting all documents required to domesticate a North Dakota corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both North Dakota and Florida;
• Handling all filings and correspondence with North Dakota 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 law firm can domesticate a North Dakota corporation to Florida as fast as possible. This efficiency comes from our dedicated staff and our high level of experience when it comes to handling these transitions. Usually, this works out to around two or three months, but more time might be needed for larger companies with more assets.

Most of this time will be spent waiting on the relevant agencies to process your company’s domestication filings. Patience will be necessary, as these agencies will need at least several weeks each. Because of this, even small mistakes can lead to big delays when you domesticate a North Dakota corporation to Florida.

Like every other part of corporate domestication, the total cost of relocating a business from one state to another depends on factors unique to that specific move. The first expense that you can prepare for, however, will be your company’s filing fees. North Dakota charges $50.00 to process the relevant documents and Florida charges $128.75, so your costs here will come out to a minimum of $178.75. Of course, you should expect there to be additional costs involved based on your company’s needs.

Our corporate law firm offers flat fees for all of our domestication and conversion projects. This helps our clients avoid unexpected expenses while relocating and can help minimize costs overall, too. Schedule your initial consultation with us now to get your quote to domesticate a North Dakota corporation to Florida.

The different state laws involved mean that there are effectively twice as many ways that this project can go wrong when compared to those that you’re likely to have experience with already. Working with our law firm can help secure the type of knowledge and expertise necessary to safely domesticate a North Dakota corporation to Florida.

If you try to domesticate a North Dakota corporation to Florida without an attorney’s supervision, you and your company could be exposed to dangers including:

• Noncompliance with state laws
• Revocation of the North Dakota 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.

Keep in mind that this is not a comprehensive list of what can go wrong during a mismanaged corporate 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 Dakota corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Your company’s future could be placed in serious danger if you try to tackle this project without an attorney’s guidance. With our corporate attorney overseeing your business’s domestication to Florida, you can move forward with the confidence and security that comes with knowing that your company’s transition is as secure as possible.

1. You won’t need to file with the State of North Dakota ever again if your company’s nexus in that state is removed during its domestication to Florida.

2. As a Florida business owner yourself, you can start teaming up with Florida professional accountants, attorneys, and other service providers after you domesticate a North Dakota corporation to Florida.

3. Working with our corporate attorney to relocate your business from North Dakota to Florida is the best way to ensure a smooth transition from state to state that doesn’t interrupt your company’s continuity or change its corporate identity.

4. Your North Dakota corporation’s Articles of Incorporation will be seamlessly replaced by the Florida Articles of Incorporation that our legal team will draft and file on your behalf. This is an essential part of ensuring that the domesticated entity can keep the same corporate powers, rights, benefits, exemptions, privileges, and principles that it enjoyed in its previous state.

5. The amount of stock issued to each shareholder and the value of that stock won’t be impacted if you choose to domesticate a North Dakota corporation to Florida. Real estate and other property rights will automatically transfer to the Florida entity, as will any liabilities or lawsuits faced by the corporation. The Florida corporation’s name may be substituted in place of the North Dakota entity’s name for any pending legal procedures or actions.

6. There are no residency requirements for directors or shareholders when it comes to domesticating a North Dakota corporation to Florida.

7. Domesticating a North Dakota corporation to Florida means that you don’t need to have a taxable connection, also known as a nexus, in North Dakota anymore. Removing this connection could reduce what you pay on state income taxes and/or other taxes that the company was subjected to in North Dakota. Talk to your tax professional about this, as tax implications will vary from business to business.

8. You won’t need to obtain a new EIN when you domesticate a North Dakota corporation to Florida. This process won’t change your business’s corporate identity, so it will continue reporting taxes as it did before the move.

9. Your domesticated corporation can also keep using the same bank accounts, taxpayer ID, operations, and contracts that it used as a North Dakota corporation. However, this might not be the case without careful planning, research, and legal guidance.

Every business that undergoes domestication will have its own particular tax consequences to prepare for and contend with as a domesticated corporation. When it comes to tax matters, our legal team will only be able to give some general guidance. Because of these limitations, it’s important to bring your tax professional on board to domesticate a North Dakota corporation to Florida, too. A few things that you might want to bring up when consulting with them could include:

• State Income Tax: Florida has no state income tax of its own, which is one way that business owners from North Dakota can save money when they relocate their companies to the Sunshine State. Keep in mind, however, that federal tax laws and responsibilities will continue to apply regardless of where in the US your company is domiciled.

• Franchise Tax: Another tax common to some other states that isn’t levied by the State of Florida is franchise tax. However, you will need to close your accounts with the appropriate state agencies if you’re leaving a state where businesses are required to pay franchise taxes.

• Nexus: This won’t be the case for every business, but you should know that your original incorporation state’s tax laws could continue to apply under certain circumstances – even after you domesticate a North Dakota corporation to Florida. Essentially, this occurs when a business still has a nexus (taxable connection) in its previous state after relocating. A nexus is generally considered to exist when a company has a physical location, employees, or conducts substantial activities in a state.

Domesticating a company to Florida with our firm ends with a conclusive exit consultation. This gives Attorney Patel the opportunity to address any of the client’s remaining questions and gives us the opportunity to provide them with a checklist that will introduce them to their new responsibilities as Florida business owners.

Hiring us to domesticate a North Dakota corporation to Florida can help set your company up for future victories and growth in its new state, too. Our corporate law firm was founded to be a one-stop shop for business owners in need of legal guidance, and we provide a wide-ranging suite of services to our clients.

Your company’s future could be placed in serious jeopardy if something goes wrong during your domestication and there isn’t an attorney around to help make things right. With us as your ally, you can domesticate a North Dakota corporation to Florida 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 by trusting our firm to domesticate a North Dakota 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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