Can You Domesticate a Utah Corporation to Florida?

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

Updated: October 13, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Utah C Corporations
• Utah S Corporations

Table of Contents

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

A wide variety of business owners from states like Utah have been relocating their C and S corporations to Florida in recent years. The reasons for this range from our enviable scenery to our pro-business policies. Florida also doesn’t have a state income tax for business owners, which is appreciated by many of those who relocate here. If you’re interested in joining in, then you should know that it’s possible to make this type of move happen for your Utah corporation by using a legal process known as domestication.

Because of the extensive skills and experience necessary to successfully domesticate a Utah corporation to Florida, there are many ways for this process to go wrong for business owners who make the attempt without 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.

In addition to explaining the basics of the process that our corporate law firm uses to domesticate a Utah corporation to Florida, this page will also go into some of the different ways that hiring our firm can ultimately save your company time and money. It also has important information about the dangers this kind of transition can pose to both a business and its owners and how teaming up with our corporate attorney can help keep you and your company safe during its move.

Don’t discount how severe the consequences for missteps can be if you try to domesticate a Utah corporation to Florida without experience or a corporate attorney’s oversight. The fallout of a mismanaged domestication can include everything from fines to the dissolution of your C or S corporation. Our corporate law firm can help you safely navigate its way through the process of relocating from Utah to Florida while applying our knowledge to ensuring compliance, continuity, and more.

Domestication is a method authorized by certain states that C and S corporations can use to change their official state of formation.

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 Utah corporation to Florida, you can move your business’s operations to the Sunshine State without interrupting your entity’s continuity or changing its corporate identity. Because of this, it’s easier for the corporation to maintain important contracts, licenses, and relationships. Likewise, the Utah corporation’s assets, privileges, and liabilities will be transferred over to Florida long with the business itself.

As a Florida corporation, your entity will be regulated by the Florida Business Corporation Act (FBCA), but it’s important to know that the Utah Revised Business Corporation Act could still apply to your business as well under certain conditions. Examples of these conditions include having a foreign qualification or taxable connection (nexus) in Utah after you domesticate a Utah corporation to Florida. This is something that you should talk to our corporate attorney about during your consultation.

Section 16-10a-1101 of the Utah Code Annotated authorizes domestication for Utah C and S corporations. Utah LLCs that want to become Florida entities can do so through a similar process usually known as statutory conversion.

No, your business will not be dissolved at any point when you domesticate a Utah corporation to Florida. This preservation of its continuity is, after all, one of the primary benefits of using this process in the first place. Some websites incorrectly instruct their readers to dissolve their original businesses as a part of the statutory conversion process, but this is not a necessary part of this transition. Dissolution should only be pursued when it’s time to close the company forever.

The Internal Revenue Service (IRS) will decide whether or not your domesticated entity can continue using the same EIN based on the specific circumstances of its relocation. This means that an expertly managed domestication is essential if you want to be able to keep your original EIN. Other vital factors include preserving your C or S corporation’s continuity during this transition and ensuring that no changes are made to the business’s identity other than its new state of incorporation. Our corporate attorney can help with all of this and more when you hire us to domesticate a Utah corporation to Florida.

All domestications share a core set of steps, but each project will have its own unique and specific requirements depending on the states involved and the needs of the relocating entity. Below, we’ll share more about the process we use to satisfy those core steps. Keep in mind, however, that these are not instructions on how to domesticate a Utah corporation to Florida. For that kind of guidance, schedule your initial consultation with our corporate attorney now.

Domesticating a business to Florida with our firm starts with an initial consultation and a review of the client’s company. This gives us a deeper understanding of what their goals are for relocating their company and gives us the information that we will need to help ensure that all of those goals are met. We then use what we have learned to create a personalized plan to transfer the entity to Florida with its continuity and corporate identity intact.

The comprehensive services that our corporate law firm provides to our clients when they hire us to domesticate their business to the State of Florida includes:

• Drafting all documents required to domesticate a Utah corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Utah and Florida;
• Handling all filings and correspondence with Utah 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 corporate law firm can relocate a company to Florida from out-of-state as fast as possible thanks to our significant experience handling these kinds of transitions. Under most circumstances, we can domesticate a Utah corporation to Florida in about two or three months. More time could be required, however, depending on the size of the company and its assets.

The relevant agencies in both Florida and Utah will each require a minimum of several weeks to process your documents. Any mistakes that require you to file a second time could easily double the amount of time that it will take to change your business into a Florida corporation. Working with a corporate attorney to domesticate a Utah corporation to Florida is the best way to prevent these types of errors and keep your company’s relocation on schedule.

In addition to the other costs needed to move a business across state lines, you’ll also need to account for the filing fees required by each jurisdiction. Utah charges $37.00 and Florida charges $128.75, so the total amount to have your initial domestication documents processed will come to $165.75. However, this cost can grow much higher if mistakes are made with your filings. On top of additional filing fees, errors can lead to other expensive problems, too, such as regulatory noncompliance or dissolution.

Our corporate law firm provides flat fees for clients who are relocating their businesses to Florida. We base the fees on the specific demands of that entity’s transfer to our state. Schedule your initial consultation now to review your project and get a quote to domesticate a Utah corporation to Florida.

The fallout of a failed domestication across state lines can follow a C or S corporation and its owners for a long time. Because our firm knows what dangers to look out for when we’re hired to domesticate a Utah corporation to Florida, we can vigilantly protect your interests during your business’s transfer to our state.

Some of the problems that you and your C or S corporation could encounter if you try to take on a project as complex as domesticating a business to a new state can include:

• Noncompliance with state laws
• Revocation of the Utah 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.

While this might look like a long list, it is not a comprehensive accounting of all the things that can go wrong if you try to domesticate a Utah corporation to Florida without legal guidance.

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

You don’t need to try to navigate the different risks that can come with trying to domesticate a Utah corporation to Florida on your own. When you hire our law firm to manage your C or S corporation’s move to Florida, you’ll benefit from the safety and efficiency that comes with our high level of expertise.

1. Your company won’t have any more filing requirements with the State of Utah if its transition into a Florida C or S corporation removes its nexus in its original state of incorporation.

2. After transitioning you domesticate a Utah corporation to Florida, you can work with Florida professional accounts, attorneys, and other helpful service providers whose skills could be useful for your upcoming projects.

3. Your company’s continuity and ability to do business won’t be interrupted when you domesticate a Utah corporation to Florida.

4. Florida incorporation documents will seamlessly replace your company’s original formation documents. This helps ensure that your business can continue to enjoy the same corporate powers, rights, benefits, exemptions, privileges, and principles as a Florida corporation that it did as a Utah corporation.

5. Domestication won’t change the value of your C or S corporation’s stock or the amount held by the corporation’s shareholders. Property rights, including real estate, will also be maintained during this transfer. 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 Utah entity’s name for any pending legal procedures or actions.

6. There’s no need to live in Florida in order to relocate a C or S corporation to our state.

7. When you domesticate a Utah corporation to Florida, there won’t be any need to keep having a nexus in your business’s original state of formation. As a result, you might be able to save money on taxes issued at the state level. Talk to your tax professional about this, as the specific changes will vary depending on circumstances unique to each business.

8. You can continue using the same EIN for your business when you domesticate a Utah corporation to Florida. Only its domicile changes. Otherwise, it’s still considered to be the same entity both before and after it undergoes this process.

9. Domestication also allows the resulting C or S corporation to keep the same bank accounts, taxpayer ID, operations, and contracts that it used as a Utah entity. However, this might not be the case without careful planning, research, and legal guidance.

Preparing for the tax consequences that will arise after you domesticate a Utah corporation to Florida is one of the most critical parts of your company’s transition. This will require the help of your chosen tax professional, as we can only offer general information on these topics. The specific changes will vary from business to business, but a few things to bring up during your consultation with them could include:

• State Income Tax: One way that business owners can save money when they domesticate a Utah corporation to Florida relates to income tax. Unlike Utah, Florida has no state income tax whatsoever. Federal responsibilities will, of course, continue to apply to your entity.

• Franchise Tax: Florida doesn’t have a franchise tax, either. The C or S corporation should close its account with the Utah State Tax Commission and file final returns if necessary.

• Nexus: No matter what state it uses as its domicile, a corporation must follow the tax laws of each and every state where it has a nexus, or taxable connection. Generally, this connection is established when a business has a physical presence, employees, or substantial activities in a particular state.

Working with our corporate law firm to domesticate a Utah corporation to Florida concludes with a final consultation that gives Attorney Patel the chance to review the project with our client and answer any remaining questions. During this comprehensive meeting, the client also receives a post-domestication checklist with instructions to help ease them into their new responsibilities as Florida C or S corporation owners.

With experience as both a lawyer and an entrepreneur, Attorney Patel’s unique understanding of business and legal matters make him a powerful resource for domesticating corporations. The benefits of working with our firm don’t have to end with the completion of your company’s relocation, either, as we offer many other corporate services that could be useful for your business’s upcoming projects.

Thanks to our firm’s experience, there’s no need to expose your company or its owners to unnecessary risks when you domesticate a Utah corporation to Florida. Our assistance will allow you to 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 with your C or S corporation’s relocation to Florida.

Moving cross-country is going to take up enough of your time. Spare yourself the stress by trusting our firm to domesticate your Utah 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 Joshua T from Canva.