How Our Lawyer Can Convert or Domesticate a Pennsylvania Corporation to Florida

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

Updated: August 7, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Pennsylvania C Corporations
• Pennsylvania S Corporations

Table of Contents

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

Companies from across the United State are rushing to move their operations to Florida, and Pennsylvania corporations are no exceptions. Whether it’s to benefit from our lack of a state income tax or one of our state’s other unapologetically pro-business policies, there are many reasons to relocate your company to the Sunshine State. This type of move can be made by undergoing a legal process known as “domestication.”

A project as complex as moving a corporation across state lines can pose many risks to both you and your business if you don’t have the right legal guidance. 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 page will introduce you to the process that our firm uses to domesticate a Pennsylvania corporation to Florida, as well as how working with us can protect your business while also saving time and money. It also has some important warnings about the various risks that you’ll have to contend with if you try to attempt this project without an attorney’s help.

There are many ways for things to go wrong if you attempt to domesticate a Pennsylvania corporation on your own. These consequences range from fines for noncompliance to the liquidation of your business. Our firm has the expertise you need to prevent these problems while we help you navigate your way through every stage of the domestication process.

Domestication is a way for a C or S corporation to change its formation state while preserving its continuity. However, both states involved must have laws authorizing this type of move for the company to qualify.

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.

Your business’s corporate identity will also be preserved when you domesticate a Pennsylvania corporation to Florida, too. This allows it to maintain the same contracts, licenses, and relationships that it benefited from in its previous state. Likewise, the Pennsylvania corporation’s rights, assets, privileges, and liabilities will also carry over to your domesticated Florida entity.

The Florida Business Corporation Act (FBCA) will apply to your company immediately upon its domestication to Florida. However, the Pennsylvania Business Corporation Law (PBCL) could still apply as well if your C or S corporation has a foreign qualification or nexus in its original formation state after domesticating into a Florida entity. Be sure to bring this up during your initial consultation with our corporate attorney.

Yes, laws in each state allow you to domesticate a Pennsylvania corporation to Florida. Pennsylvania LLCs can also become Florida entities using a similar method called “statutory conversion.”

No. Although your C or S corporation won’t be able to continue doing business in Pennsylvania without a foreign qualification, that doesn’t mean that domestication dissolves your company. That said, you could accidentally initiate dissolution if you attempt this process without an attorney’s oversight. Dissolution is only useful when it’s time to liquidate your business.

This is determined by the Internal Revenue Service (IRS) based on the circumstances of your company’s move. Working with an attorney to domesticate your Pennsylvania corporation, however, can help secure your company’s original EIN. This is because preserving your entity’s continuity and corporate identity is essential if you want the IRS to let you keep using the same EIN after relocating your C or S corporation to Florida.

The steps required to domesticate a company from one state to another depend on multiple factors unique to the business’s move. Here, we’ll go over our general process for relocating companies to Florida. Be aware that these are not instructions on how to domesticate a Pennsylvania corporation to Florida on your own and are no substitute for an attorney’s oversight. Schedule your initial consultation with our corporate domestication attorney now for guidance specific to your C or S corporation’s needs.

First, we review the client’s C or S corporation to ensure that it qualifies for domestication and to gather the information that we’ll need to make that move possible. Then, we use what we’ve learned to put together a plan to domesticate our client’s company that meets their goals while also protecting their company at every stage of its journey to Florida.

The support and assistance that our clients enjoy when they hire us to domesticate a Pennsylvania corporation to Florida includes:

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

We can relocate your company to Florida on the fastest possible timeline thanks to our legal team’s collective experience with these kinds of transitions. This means that, in most cases, we can domesticate a Pennsylvania corporation to Florida in about two or three months. More time might be required for larger companies with significant assets.

State agencies in Florida and Pennsylvania will both need several weeks to process your domestication documents, so any mistakes or omissions that force you to file again could create major delays for your company’s move to Florida. Working with an attorney to domesticate a Pennsylvania corporation is a critical part of keeping your relocation on schedule.

Florida’s filing fee to domesticate a Pennsylvania corporation is $128.75 which, when added to Pennsylvania’s $70.00, comes to a total of $198.75. Keep in mind that estimate just covers having your documents processed and doesn’t account for other costs, such as fines for noncompliance or other problems.

Our corporate law firm provides flat fees for domestication projects based on the complexity of the relocation. This helps keep costs down by preventing unexpected costs, fines, and other problems that could hurt your business’s bottom line. Schedule your consultation with Attorney Patel now to get your quote to domesticate a Pennsylvania corporation to Florida.

If you don’t have an attorney to help navigate your company safely from state to state, then there’s no guarantee that your company’s domestication will be successful to begin with. To make things even worse, certain mistakes can incur penalties ranging from fees to the liquidation of your business. Our legal team knows how to avoid these problems from threatening your company to begin with, helping facilitate a smooth and stress-free transition.

Some of the multitude of risks that face you and your company if you attempt to domesticate a Pennsylvania corporation to Florida without an attorney’s assistance include:

• Noncompliance with state laws
• Revocation of the Pennsylvania 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, despite its length, the above list is not a comprehensive accounting of everything that could go wrong during a failed 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 Pennsylvania corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Reliable legal guidance is an essential part of safely relocating a company across state lines. Hiring our law firm will help ensure that you’re equipped with the knowledge, expertise, and diligence necessary to domesticate a Pennsylvania corporation to Florida.

1. Your company won’t need to file with the State of Pennsylvania ever again if it no longer has a nexus in that state after domesticating to Florida.

2. Moving to Florida also allows you to take your business to the next level by letting you network with Florida professional accountants, attorneys, and other service providers.

3. Hiring us to domesticate a Pennsylvania corporation to Florida helps ensure a smooth transition from state to state free from interruptions, delays, and other problems.

4. Your company’s initial formation documents will be replaced by Florida Articles of Incorporation, allowing your C or S corporation to retain its corporate powers, rights, benefits, exemptions, privileges, and principles

5. The value of your company’s stock and the number of shares issued won’t be affected by your company’s domestication. The Pennsylvania C or S corporation’s real estate and other property rights will transfer over to the resulting Florida entity, as will any liabilities or lawsuits. The Florida corporation’s name may be substituted in place of the Pennsylvania entity’s name for any pending legal procedures or actions.

6. The corporation’s directors and shareholders do not need to live in Florida after we help them domesticate a Pennsylvania corporation to our state.

7. Your company could pay less in state income taxes and/or other taxes issued by the State of Pennsylvania if its domestication removes your company’s nexus in its original formation state.

8. When you domesticate a Pennsylvania corporation to Florida, the resulting entity is the same entity that existed before, just with a new official state of formation. This lets it keep using the same EIN to satisfy its tax obligations.

9. Domesticating a C or S corporation to Florida also allows it to keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it did in Pennsylvania. However, this might not be the case without careful planning, research, and legal guidance.

When you domesticate a Pennsylvania corporation to Florida, there will almost certainly come with some tax implications that you’ll need to prepare for to stay compliant with the IRS. Don’t forget to discuss this project with your tax professional, as our legal team can only provide general advice on tax matters. A few items that you might want to discuss with them include:

• State Income Tax: Florida, unlike Pennsylvania, has no state income tax. This means that your company might not have to worry about this tax if its domestication removes its nexus in Pennsylvania, although its federal responsibilities will of course remain.

• Franchise Tax: Florida doesn’t have a franchise tax for corporations, either. Your C or S corporation will need to close its account with the Pennsylvania Department of Revenue and file final returns if required.

• Nexus: If your company still has a nexus in Pennsylvania after domesticating, then it will still be subject to Pennsylvania tax laws despite its transition into a Florida entity. Nexus is generally established when a business has a physical presence, employees, or engages in substantial activities in a specific state.

To ensure that our clients are prepared for their new lives as Florida business owners, Attorney Patel hosts a final consultation at the end of the project to address any remaining questions that they might have. We also provide them with a post-domestication checklist with instructions that can be vital for starting your business off the right way in the Sunshine State.

As a corporate law firm, we provide a range of services tailored towards making life easier for our corporate clients. When you domesticate a Pennsylvania corporation to Florida with our firm, you can do so knowing that we’re equipped to support you and your business no matter what comes your way.

Don’t place your company at unnecessary risk by attempting to domesticate a Pennsylvania corporation to Florida alone. Our assistance 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.

Moving cross-country is going to take up enough of your time. Spare yourself the stress by trusting our firm to domesticate your Pennsylvania C or S 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.

Image by Katherine Milhous from Canva.