How Our Legal Team Can Help Move, Convert, or Domesticate a Washington Corporation to Florida

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

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Washington C Corporations
• Washington S Corporations

Table of Contents

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

Companies from the West Coast, such as Washington corporations, are frequently interested in relocating to Florida to benefit from our state’s pro-business policies. However, they understandably don’t want to give up all the hard work that they’ve placed into their companies so far. The good news here is that Florida allows C and S corporations from eligible states to move to our state by becoming Florida entities. This process is commonly known as domestication.

Trying to satisfy the different requirements necessary to domesticate a Washington corporation to Florida can be an intimidating, even overwhelming prospect if you haven’t made this type of move before, but the right help can make all the difference. FL Patel Law PLLC has significant experience with helping our clients relocate their companies to Florida. Our corporate law 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 Washington corporation to Florida.

We created this page to demonstrate how working with our legal team to domesticate a Washington corporation to Florida can save your company time and money while ensuring its safety and that of its owners. We also wanted to share some vital information about the risks involved with attempting a project as complex as corporate domestication, as well as how our attorney can help keep those dangers from threatening you or your business to begin with.

A project with as many possible complications as domesticating a company to a new state can pose many dangers to both your corporation and its owners. These consequences range from fines to the accidental dissolution of your business. Our firm can 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.

Domestication is a way for a C or S corporation to legally change its formation state without interrupting its continuity. For instance, it can be used to change a Washington corporation into a Florida corporation.

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.

Domesticating a company allows it to retain its corporate identity, which wouldn’t be the case if you had to dissolve your original business and reincorporate in your chosen state. This means that you can keep the same relationships, contracts, and licenses that your business needs to operate when you domesticate a Washington corporation to Florida. For the same reason, the Washington entity’s rights, assets, privileges, and liabilities will transfer to your domesticated C or S corporation as well.

The Florida Business Corporation Act (FBCA) will govern your business after its transition is complete. However, the laws of the Washington Business Corporation Act (WBCA) could still apply to your domesticated Florida corporation under certain conditions, such as if your company has a nexus (taxable connection) or foreign qualification in Washington after its relocation. This is something that you should bring up with our corporate attorney during your initial consultation.

According to Section 23B.09.010 of the Revised Code of Washington (RCW), you can domesticate a Washington corporation to other states with similar laws authorizing the move, such as Florida. If you’re interested in relocating a Washington LLC to Florida, then you can use a similar process known as statutory conversion instead.

With the right legal guidance, your company won’t be at risk of dissolving when you domesticate a Washington corporation to Florida. Certain mistakes could lead to this, however, which is why an attorney’s assistance is so important. You can also disregard any sources you find online stating that you need to dissolve your original business in order to domesticate a Washington corporation to Florida, because they are incorrect.

This will be determined by the Internal Revenue Service (IRS) on a situational basis. One of the most important things here is that they must consider your corporation to be the same entity both before and after its relocation. In other words, if you want to keep using the same EIN after you domesticate a Washington corporation to Florida, then it’s essential that your company’s continuity is not interrupted during its move. This also means that, other than its new formation state, no changes can be made to the business’s corporate identity. Satisfying these requirements can be difficult for those without experience managing these types of transitions.

Every domestication will be different based on the specific requirements of the states involved and the unique needs of the company itself. However, there are some core steps that these relocations have in common. Be aware that what follows is a general overview of our process and not specific instructions on how to domesticate a Washington corporation to Florida. For that kind of advice, you need to schedule your consultation with us first.

Hiring us to domesticate a Washington corporation to Florida begins with an initial consultation and business review. This lets us confirm the business’s eligibility and gives us the information needed to put together our strategy for relocating the business to Florida. With this strategy in place, we can prevent interruptions, delays, and other problems from ever threatening your company’s move in the first place.

The full range of support that our clients receive when they work with us to domesticate a Washington corporation to Florida includes:

• Drafting all documents required to domesticate a Washington corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Washington and Florida;
• Handling all filings and correspondence with Washington 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’ve used our vast experience with relocating businesses to Florida to develop and implement a refined process that can domesticate a Washington corporation to our state as quickly as possible. For most companies, this works out to about two or three months, although more time might be required for larger businesses and those with more significant assets.

Agencies in Washington and Florida will both need several weeks each to process your C or S corporation’s domestication, so keep in mind that any mistakes or missing information that forces you to refile can cause substantial delays to your company’s relocation. These agencies can face delays of their own because of backlogs and short staffing, too. Working with us means that you can be confident that your paperwork will be done right the first time around, which is a necessary part of keeping your company’s move on track.

The filing fees required to domesticate a Washington corporation to Florida break down as follows: $190.00 for Washington and $128.75 for Florida, which comes to a total of $318.75. That’s just to have your paperwork taken care of, too, and doesn’t include some of the other expenses required to move a business to a new state. Mistakes can also place a higher burden on your company’s budget, as they can lead to repeated filing fees, punitive fines, and more.

Our firm can help your business save money by preventing these types of unexpected and unnecessary costs from ever hurting your company’s bottom line. We provide flat fees for our conversion and domestication services that are based on the needs of that specific project, which makes budgeting easier for our clients. Schedule your consultation with Attorney Patel now to get a quote to domesticate a Washington corporation to Florida.

There are more ways for a corporate domestication to backfire than you might initially realize. This is a highly involved transition that requires complying with laws across multiple jurisdictions, which can get complicated fast. Hiring an attorney to manage your company’s move is the best way to protect yourself, your company, and any business partners you might have when you domesticate a Washington corporation to Florida.

Without our law firm’s help, trying to domesticate your business could have consequences that include:

• Noncompliance with state laws
• Revocation of the Washington 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.

Be aware that while this might look like a long list, it’s not a complete accounting of the things that can go wrong during this project if you move forward without an attorney’s help.

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

All of the effort that you’ve invested into your business so far could be lost if you try to domesticate a Washington corporation to Florida without an attorney’s assistance. Investing in reliable legal guidance and advice is the best way to ensure that you and your company’s interests are kept safe during your transition from state to state.

1. Your company won’t be required to file with the State of Washington anymore if its nexus there is removed by its domestication to Florida.

2. Becoming a Florida business owner enables you to team up with Florida professional accountants, attorneys, and other service providers who can help support your C or S corporation’s operations.

3. Working with our legal team to domesticate a Washington corporation to Florida helps ensure a convenient relocation from state to state free from interruptions or other unwanted complications.

4. Your Washington incorporation documents will be immediately replaced by Florida Articles of Incorporation upon their filing. This allows your business to continue benefiting from the same corporate powers, rights, benefits, exemptions, privileges, and principles that it benefited from as a Washington corporation.

5. Your corporation’s domestication to Florida won’t impact the value of its stock or the number of shares issued. 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 Washington entity’s name for any pending legal procedures or actions.

6. Your C or S corporation’s owners don’t need to live in Florida after the company’s transition from a Washington entity to a Florida entity.

7. When you domesticate a Washington corporation to Florida, you’re no longer required to have a taxable connection, or nexus, back in your company’s original incorporation state. This can enable your company to lower what it pays on taxes issued by the State of Washington. Talk to your tax professional about this, as tax implications will be different for every business.

8. A correctly conducted domestication changes nothing about your company’s corporate identity other than its domicile, which means that it’s the same entity both before and after its transition from Washington to Florida. This allows your corporation to keep using the same EIN when reporting taxes.

9. Because this process protects your company’s continuity, your company can keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it did before its transition. However, this might not be the case without careful planning and research, which is another reason why it’s important to have an attorney’s help when you domesticate a Washington corporation to Florida.

The exact tax consequences of relocating a company to a new state depend on the states involved and other factors unique to that particular business. When you domesticate a Washington corporation to Florida, your tax professional’s help will be needed to help navigate these changes, as our firm can only give some limited guidance here. A few topics to start with during your consultation with them might include:

• State Income Tax: Florida and Washington both have no state income tax, although federal responsibilities will of course remain in place. This is, however, one area where you won’t have to worry about your expenses going up when you domesticate a Washington corporation to Florida.

• Franchise Tax: Franchise taxes are another burden imposed by the State of Washington but not by the State of Florida. The C or S corporation will need to close its account with the Washington Department of Revenue and file final returns if required.

• Nexus: A nexus, or taxable connection, is generally established when a company has a physical presence, employees, or substantial activities in a certain state. Companies must follow the tax laws of each jurisdiction where they have established a nexus. This means that there’s a possibility that Washington tax laws could continue to apply even after you domesticate a Washington corporation to Florida.

We finalize all of our conversion and domestication projects with a final meeting hosted by Attorney Patel that allows us to address any remaining concerns or questions that our clients have about their companies relocation to Florida. At this point, we also give them a checklist containing instructions to help them adapt to their new lives as Florida business owners.

Attorney Patel’s unique perspective on business and legal matters make him a powerful resource not just for domesticating your business, but in many other areas as well. As your company moves forward with its next chapter, remember that our corporate law firm offers many services that are useful, if not vital to operating a corporation in Florida.

Don’t gamble with your company’s future by trying to domesticate a Washington corporation to Florida on your own. Hiring us for your relocation 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 Washington 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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