Can You Domesticate a Vermont Corporation to Florida?

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

Updated: August 28, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Vermont C Corporations
• Vermont S Corporations

Table of Contents

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

Florida has a lot to offer business owners looking to relocate their operations, especially those from states with high taxes like Vermont. In addition to the possibility of lower taxes, our state has many other policies in place meant to help businesses grow and thrive. Those interested in moving their corporations to Florida in order to take advantage of these benefits and more can do so using a legal process called domestication.

A process as complicated as trying to domesticate a Vermont corporation to Florida can be intimidating – and even dangerous – to take on alone. FL Patel Law PLLC’s guidance and experience, however, can make all the difference when it comes to ensuring a stress-free and successful relocation. 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 Vermont corporation to Florida.

We made this page to show you some of the steps we take to move a company to Florida from another state, as well as how working with us can even save time and money. We were also sure to include some important warnings about the dangers of a failed domestication, as well as how our legal team can prevent delays and worse from impacting your company during its move.

The consequences of making mistakes when trying to domesticate a Vermont corporation to Florida include far more than just fines or delays. In fact, depending on what goes wrong, you could accidentally dissolve your entity. The good news is that our firm knows exactly how to avoid these problems and many more when relocating a company from one state to another.

Domestication is a way for a corporation to legally become an entity in a new state, allowing it to relocate while keeping the same 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.

There’s no need to dissolve your business and reincorporate all over again when you domesticate a Vermont corporation to Florida. Because your business’s continuity won’t be interrupted, it can maintain the same important contracts, relationships, and licenses in Florida that it had back in Vermont. Rights, assets, privileges, and liabilities will also transfer over to the domesticated entity.

Your company will need to start following the rules set by the Florida Business Corporation Act (FBCA) as soon as it has finished its transition into a Florida entity. However, there are some cases in which the Vermont Business Corporation Act (VBCA) could still apply even after you domesticate a Vermont corporation to Florida. These situations include, but aren’t necessarily limited to, having a foreign qualification or nexus, or taxable connection, in Vermont after moving your business. Talk to our attorney about this during your initial consultation to make sure that your business stays in compliance with state and federal laws and regulations.

It’s possible to domesticate a Vermont corporation to Florida thanks to Section 11.13 of the Vermont Statutes Annotated. Vermont and Florida also have a similar process available for LLCs wishing to move from one state to the other commonly known as statutory conversion.

Dissolution is not required to domesticate a Vermont corporation to Florida, nor is it a part of the process in any way. Don’t take the advice of any online sources you find stating otherwise. That said, without an attorney’s oversight, it’s very possible to accidentally dissolve your company if mistakes are made during certain stages. Only with legal guidance can your C or S corporation’s move truly be as secure as possible.

Generally, the Internal Revenue Service (IRS) allows domesticating corporations to keep using the same EIN after relocating as long as the business’s continuity isn’t interrupted. They must also consider it to have the same corporate identity both before and after its transition. This requires making no other changes to your business except for its new domicile. An attorney’s help can be an invaluable asset with ensuring these matters.

Although all domestications share some common steps regardless of the states involved, the specific process will differ from business to business. What follows is an overview of those common steps, not instructions on how to domesticate a Vermont corporation to Florida yourself. Please schedule your consultation now for advice tailored to the unique needs of your company’s corporation.

Domesticating a company to Florida with our firm starts with an initial consultation and a review of the client’s company, which helps confirm that the entity is eligible for the transition in the first place. We also use what we learn during this process to create the plan for relocating the company that prevents delays and other problems before they can pose a threat to the company or its owners.

Some of the many benefits of hiring our firm to domesticate a Vermont corporation to Florida include:

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

In most circumstances, we’re able to domesticate a Vermont corporation to Florida in as little as two or three months. This is the fastest possible timeline, and it’s all thanks to our skilled legal team and our firm’s tried-and-tested procedures. That said, some larger entities may take longer to domesticate. The same goes for those with significant assets.

Beware that any mistakes you make when attempting this process can lead to serious delays. The agencies responsible for your paperwork will each need several weeks of processing time at a minimum, and they sometimes face their own delays because of backlogs and other problems. Hiring an attorney to domesticate a Vermont corporation to Florida is the best way to ensure that everything is done right the first time so that your move can stay on schedule.

The initial fees to process the necessary paperwork to domesticate a Vermont corporation to Florida come to a total of $148.75, with Florida charging $128.75 and Vermont charging $20.00. That cost can easily multiply if you have to file anything a second or third time to correct any mistakes or missing information. Those mistakes could come with additional expenses of their own, too, especially if you accidentally dissolve your company or throw it out of regulatory compliance.

In addition to preventing these unnecessary hits to your company’s bottom line, our firm offers flat fees for our corporate domestication projects that can make budgeting for your move into far less of a hassle. This is all a part of how we work to minimize costs for our clients when we’re hired to domesticate a Vermont corporation to Florida. Schedule your initial consultation with our corporate lawyer now to get your quote.

Trying to domesticate a Vermont corporation to Florida on your own doesn’t just place your business at great risk – it can result in serious consequences for all of the corporation’s owners as well. Hiring an attorney to manage your company’s move is the best way to make sure that you’re equipped with the skills and information necessary for a successful move.

Some of the many hazards of moving forward with trying to domesticate a Vermont corporation to Florida without legal guidance include:

• Noncompliance with state laws
• Revocation of the Vermont 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 preceding list is not a total accounting of what could result from a defective conversion.

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

Unless you have a corporate attorney’s help, trying to navigate the different laws, requirements, and procedures required to domesticate a Vermont corporation to Florida can end in disaster for everyone involved. We can help prevent problems ranging from delays to dissolution while making things more convenient for you throughout the entire process.

1. As a Florida C or S corporation, your company won’t need to file with the State of Vermont unless it still has a nexus there after its domestication.

2. By becoming a Florida business owner, you can collaborate with Florida professional accountants, attorneys, and other important service providers who could prove useful to your company.

3. An attorney’s oversight is the best way to ensure that your company’s domestication to Florida will be free from delays, interruptions, or other problems that could threaten its future.

4. There will be no delay when your company’s Vermont Articles of Incorporation are replaced by Florida Articles of Incorporation drafted by our legal team. This protects your C or S corporation’s continuity, which in turn allows it to keep the same corporate powers, rights, benefits, exemptions, privileges, and principles as a Florida entity that it benefited from as a Vermont entity.

5. The amount of stock held by each shareholder and the value of that stock will stay the same during this transition. Real estate and other property rights will also effortlessly transfer over from the Vermont corporation to the Florida corporation. However, this is true for any liabilities or lawsuits as well, although the Florida entity’s name can be substituted in for any pending legal procedures or actions.

6. The C or S corporation’s owners don’t need to live in Florida in order to domesticate a Vermont corporation to our state.

7. After you domesticate a Vermont corporation to Florida, your business won’t be required to keep its nexus in Vermont any longer. Severing this taxable connection could lower your company’s state tax obligations when compared to what it had to deal with in its previous domicile. Talk to your tax professional about this, as tax implications will vary from business to business.

8. You won’t need a new EIN for your business when you domesticate a Vermont corporation to Florida, as it will be considered the same entity both before and after its relocation. Only its domicile will be changed.

9. Your domesticated C or S corporation will be able to continue using the same bank accounts, taxpayer ID, operations, and contracts in Florida that it used in Vermont. However, this might not be the case without careful planning, research, and legal guidance.

The specific tax implications of your company’s move will differ from business to business, but preparing for these changes is vital to a successful relocation from state to state. Because our firm can only give general guidance on these topics, you should be sure to enlist your tax professional’s help when you domesticate a Vermont corporation to Florida in addition to a lawyer’s. Some items to think about bringing up in your discussion with them could include:

• State Income Tax: Florida has no state income tax for businesses or business owners, and that fact is highly appreciated by many of our domestication and conversion clients. While federal income tax responsibilities will be unaffected, this is just one one of the ways that your C or S corporation could save money by becoming a Florida entity.

• Franchise Tax: Another tax that your Vermont C or S corporation might not have to deal with anymore after becoming a Florida C or S corporation is franchise tax. After its domestication, the company should close its account with the Vermont Department of Taxes and file final returns if required.

• Nexus: Regardless of its state of incorporation or domicile, the domesticated entity will need to obey the tax laws of any state in which it has established a nexus. Generally, a company is considered to have a nexus in any state where it has a physical presence, employees, or where it conducts substantial activities.

To help make sure that our clients are fully prepared for their new lives as Florida business owners, Attorney Patel hosts a final meeting at the end of each conversion and domestication project to address any remaining questions. During this meeting, our clients are also given a helpful checklist to help further guide them through what to expect after they domesticate a Vermont corporation to Florida.

Working with our firm allows you and your company to benefit from Attorney Patel’s years of experience as both a lawyer and an entrepreneur, which allows him to offer significant insight into both business and legal matters. This, plus our firm’s wide range of corporate law services, make us into a powerful resource for Florida business owners – especially those who have just relocated their operations here.

Give your company’s relocation the security it deserves. Hiring us to domesticate a Vermont corporation to Florida means that you can move forward with confidence, less stress, 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 Vermont 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.

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