How to Convert or Domesticate a Rhode Island Corporation to Florida

Relocate, Transfer, Convert, or Domesticate a Rhode Island Corporation to Florida

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Rhode Island corporations

Table of Contents

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

Florida is a popular destination for corporations from states like Rhode Island that are looking for a new home with strong pro-business policies. Our state doesn’t issue its own income tax, either. Those interested in making this move into a reality might be able to do so using a corporate transaction known as “domestication.”

There are many ways that a mismanaged domestication can threaten 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 domesticate a Rhode Island corporation to Florida.

Reading this page will give you an overview of the process our law firm uses to domesticate a Rhode Island corporation to Florida and some information about how that process can save our clients time and money during their move from state to state. Here, you’ll also learn about some of the potential dangers that you’ll face if you try to domesticate a Rhode Island corporation to Florida without legal assistance.

Don’t underestimate the number of ways that a domestication can go wrong if you don’t have a corporate lawyer on your company’s transition team. In fact, you could even accidentally deserve your corporation if you insist on attempting to domesticate a Rhode Island corporation to Florida alone. Our firm can help you safely navigate each stage of the process, and will apply our knowledge to everything from helping keep your company in compliance to protecting its corporate identity, and much more.

Domestication is a legal process that business owners can use to legally change their corporation’s state of formation. This effectively allows it to relocate without interrupting its continuity.

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.

Much like its continuity, your entity’s corporate identity will be preserved when you domesticate a Rhode Island corporation to Florida unless mistakes are made due to a lack of legal oversight. In other words, the domesticated business is the same company that you always had, just with a new domicile. As a result, it will have the same contracts, relationships, licenses, rights, assets, privileges, and liabilities as a Florida entity that it had as a Rhode Island entity.

The Florida Business Corporation Act (FBCA) will take over as your company’s governing law after its transition into a Florida corporation is complete. However, both the FBCA and the Rhode Island Business Corporation Act could affect your entity under certain circumstances, such as if it has a foreign qualification or Nexus in Rhode Island after its domestication. Talk to Attorney Patel about this during your initial consultation with our corporate law firm.

The Rhode Island Statutes allows you to domesticate a Rhode Island corporation to Florida under Section 7-1.2-1008.

Even if your business won’t be able to continue operating in its original state, that doesn’t mean that it will be dissolved when you hire our firm to domesticate a Rhode Island corporation to Florida. Your entity will be the same company that it was before, just with a new official state of formation. That said, there are mistakes that can cause dissolution during this transition, so it’s important to work with an attorney to safeguard your corporation’s future.

This is usually decided by the Internal Revenue Service (IRS) on a case-by-case basis after evaluating the company’s transition. Among the most important considerations here will be protecting your company’s continuity and corporate identity while you domesticate a Rhode Island corporation to Florida. This is because the IRS must consider the domesticated entity to be the same one that existed in its previous state for a corporation to continue using the same EIN.

Although every domestication comes with its own specific requirements, our legal team has developed a refined methodology for addressing the core components that they all have in common. What follows is a general outline and not explicit instructions or advice for transferring your business from one state to another. Schedule a consultation with our corporate attorney now for guidance specific to your situation if you’re looking to domesticate a Rhode Island corporation to Florida.

We start every domestication project with an initial consultation that lets us get to know the client and review the company that they want to move to Florida. This gives our legal team the insight necessary to draft the custom plan of domestication that will be used to safely relocate the entity across state lines. This information is also instrumental in preventing any possible threats to the domestication process as a whole.

Teaming up with our firm to domesticate a Rhode Island corporation to Florida means that you can enjoy a tailored series of services that include:

• Drafting all documents required to domesticate a Rhode Island corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Rhode Island and Florida;
• Handling all filings and correspondence with Rhode Island 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 corporate law firm’s expertise, we can domesticate a Rhode Island corporation to Florida as fast as possible. For most companies, this will amount to about two or three months. Extra time might be needed, however, for larger entities with more assets on hand.

Most of this time will be spent waiting on state agencies in Rhode Island and Florida to process the necessary paperwork. Each office will need at least several weeks, and you should keep in mind that they can face their own delays because of backlogs and short staffing, too. As a consequence, even small mistakes can lead to big delays when you domesticate a Rhode Island corporation to Florida.

On top of the other necessary costs that are required to domesticate a Rhode Island corporation to Florida, you’ll also need to account for your filing fees, which will be different in each state. Florida charges $128.75 and Rhode Island charges $50.00, so the minimum total that you can expect for your domestication paperwork to come to will be $178.75. Mistakes with your documentation can lead to repeated filings, too, so you need to get things right the first time if you want to avoid extra expenses.

Our firm gives our clients flat fees for their corporate domestications, which helps prevent surprise costs when relocating from state to state. These flat fees are based on the specific demands of that particular project. To get a quote to domesticate a Rhode Island corporation to Florida, schedule your initial consultation with us now.

Domestication is a complicated process that can go wrong in many different ways if you don’t have a deep understanding of how the laws work in each of the involved states. Engaging with a corporate law firm is the best way to make sure that you’re equipped with the knowledge, expertise, and vigilant attention to detail necessary to domesticate a Rhode Island corporation to Florida.

An attorney’s help is your best bet at preventing the following problems when you domesticate a Rhode Island corporation to Florida:

• Noncompliance with state laws
• Revocation of the Rhode Island 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 the threats you face if you try to domesticate a Rhode Island corporation to Florida alone.

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

The very existence of your company can be placed in jeopardy if you try to domesticate a Rhode Island corporation to Florida without legal counsel. Working with us isn’t just a massive convenience – it’s critical to securing a successful relocation from state to state, too.

1. Your entity’s nexus (taxable connection) to Rhode Island could be broken by its relocation to Florida. In other words, you won’t need to file with the State of Rhode Island ever again unless you want to resume doing business there.

2. As a Florida business owner, you can start working with Florida professional accountants, attorneys, and other essential service providers.

3. When you domesticate a Rhode Island to Florida with an attorney’s help, you can make your move without delays or other interruptions that could negatively impact your company.

4. Your Rhode Island corporation’s continuity will remain intact, as Florida Articles of Incorporation will replace your business’s original incorporation documents immediately upon being filed by our corporate law firm. This allows your entity to keep the same corporate powers, rights, benefits, exemptions, privileges, and principles as a Florida entity that it had as a Rhode Island entity.

5. The shareholder’s stock in the company, and the value of that stock will not be changed when we domesticate a Rhode Island corporation to Florida. During this process, real estate and other property rights will automatically transfer to the Florida entity. 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 Rhode Island entity’s name for any pending legal procedures or actions.

6. The corporation’s directors and shareholders don’t need to live in Florida.

7. Florida corporations don’t need to have a nexus (taxable connection) in Rhode Island, and your entity will be no exception after its domestication. Doing away with this connection can result in lower taxes at the state level, but you should consult a tax professional about this to be sure, as the specific changes will vary from entity to entity.

8. You can continue to use the same EIN for your domesticated Florida entity that you used back when your company was a Rhode Island entity. Only its domicile will be changed, and the company will continue reporting taxes as it did before.

9. Another advantage of this process is that you can also keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts. However, this might not be the case without careful planning, research, and legal guidance.

A transition as significant as corporate domestication will probably come with tax implications for you and your company, some positive and some negative. Planning for these implications is essential and will require working with your chosen tax professional, as our legal team can only offer general information in this area. A few basic things to think about bringing up while consulting with them could include:

• State Income Tax: Rhode Island has a state income tax for both individuals and corporations. Florida, on the other hand, is among the few states that doesn’t issue either of these taxes. While federal income tax will still apply, this is one way that business owners can save money by relocating to Florida.

• Franchise Tax: Florida doesn’t have a franchise tax that corporations have to pay, either. If necessary, your company will need to close its account with the Rhode Island Department of Revenue and file final returns.

• Nexus: A nexus, or a business’s taxable connection to a specific state, is generally created when a company has a physical presence, employees, or engages in substantial activities in that jurisdiction. If your corporation’s nexus in Rhode Island still exists after it domesticates to Florida, then it will need to follow the tax laws in both states.

Attorney Patel finishes off every domestication project with a final consultation that allows him to address any remaining questions or concerns that our client may have about their company’s move to Florida. We also give them a post-domestication checklist with instructions to help them acclimate to their new lives and responsibilities as Florida business owners.

With experience as both an entrepreneur and a lawyer, Attorney Patel is equipped with the knowledge necessary to domesticate a Rhode Island corporation to Florida while avoiding delays, legal problems, and unnecessary expenses. As you move forward, don’t forget that our corporate law firm also provides a wide-ranging suite of services that can make life easier for all sorts of business owners.

Trying to handle a transition as highly involved as this one deserves the security and efficiency that can only come with an attorney’s oversight. Hiring us for your relocation means that you can move forward with confidence 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 trouble by trusting our firm to domesticate your Rhode Island 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.

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