Can You Domesticate a Wisconsin Corporation in Florida?

Can You Domesticate a Wisconsin Corporation in Florida?

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

Updated: October 19, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

  • Wisconsin C Corporations
  • Wisconsin S Corporations


Table of Contents

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


Florida has become a popular new home for corporations across the country, including Wisconsin. There are almost countless reasons for this that include Florida’s lack of a state income tax, our beautiful scenery, and much, much more. If you’re interested in relocating your business to the Sunshine State, then you should know that there’s an alternative to dissolving your original entity and starting all over again. This is a process known as domestication, and it can allow a Wisconsin C or S corporation to move to Florida with its corporate identity intact.

Domestication is not a simple process, especially when it comes to accounting for the different laws and requirements in each state. 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 Wisconsin corporation to Florida.

This page will review some of the steps that we take to save our clients time and money when we domesticate a Wisconsin corporation to Florida, as well as how working with our firm can also help prevent legal problems from arising during your company’s move, too. It also contains important warnings about those potential legal problems and how they’re more likely to occur if you take this project on without an attorney’s assistance.

The dangers of domesticating an entity to a new state on your own can take many forms. These risks can include regulatory noncompliance, unnecessary costs, and much more. In fact, certain mistakes could even dissolve your C or S corporation. Hiring our firm to domesticate a Wisconsin corporation to Florida allows us to apply our expertise to your company’s move, facilitating a smoother, more convenient, and safer transition from state to state.




What is a Domestication, Conversion, or Transfer?

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Domestication is a method available in some states that C and S corporations can use to relocate to a new state by legally changing their place of incorporation.

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 discussing how to domesticate a Wisconsin corporation to Florida.

Your business’s corporate identity will remain the same both before and after you domesticate a Wisconsin corporation to Florida. Its continuity won’t be interrupted during this transition, either. Additionally, the business will retain all the same contracts, licenses, relationships, rights, assets, privileges, and liabilities as a Florida C or S corporation that it had as a Wisconsin C or S corporation.

The Florida Business Corporation Act (FBCA) will take over the Wisconsin Business Corporation Law (WBCL) as the regulating law for your domesticated business. However, there are some situations where your company will need to follow both the FBCA and the WBCL, such as if it has a nexus (taxable connection) or foreign qualification active in Wisconsin after it domesticates to Florida. It’s a good idea to speak to our corporate attorney about this during your initial consultation.

Corporate transactions often come with legal and tax implications. Mistakes during the domestication process could pierce your corporate veil or discourage potential investors. Your corporation could even be liquidated or dissolved. It’s always worth the effort to find a qualified lawyer to assist you.
Pro Tip: Do you need a certificate of good standing from Wisconsin? Some online resources claim that you need a certificate of good standing, but this document is not needed to domesticate a Wisconsin corporation to Florida. The company must, however, be in good standing with the State of Wisconsin.




Can Wisconsin C or S Corporations Move to Another State?

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The Wisconsin Statutes allow C and S corporations formed in Wisconsin to domesticate to other states with similar laws authorizing this process under Section 180.1161. LLCs can also undergo a similar transition by using a process known as statutory conversion.

180.1161  Conversion.

(1) 

(a) A domestic corporation may convert to another type of domestic entity, or to any type of foreign entity, pursuant to this section and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.

(b) In addition to satisfying any applicable requirements of the governing law of the converting entity and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under ss. 180.11031 and 180.11032 for the submission and approval of a plan of conversion.

Wis. Stat. § 180.1161.

Will This Dissolve My Wisconsin C or S Corporation?

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No, your business entity will not be dissolved when you domesticate a Wisconsin corporation to Florida unless errors are made due to mismanagement. It isn’t a required part of domesticating an entity to a new state, either, despite what some incorrect sources online may claim. The only time that dissolution should be initiated is if you want to close your C or S corporation.

Do I Need To Get a New EIN if I Domesticate My Company to Florida?

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The Internal Revenue Service (IRS) evaluates each business’s domestication from one state to another to determine whether that entity can keep using the same EIN. Working with our firm can be helpful in this endeavor, as we have sufficient experience with satisfying their various requirements. One of the most important considerations here is ensuring that your company’s continuity is not interrupted in any way when you domesticate a Wisconsin corporation to a Florida corporation. It’s also critical that, other than the business’s new formation state, no changes are made to its corporate identity.

How Can FL Patel Law PLLC Help Domesticate a Wisconsin Corporation to Florida?

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Every domestication has its own specific requirements that require extensive research in order to properly address. However, they also share a core set of procedures. You can find an outline of how we handle these core procedures below. Be aware, however, that these are not instructions on how to domesticate a Wisconsin corporation to Florida. For that kind of guidance, schedule your consultation with Attorney Patel now.

Every process has a plan, and every plan has a process to follow. Every state has its own different steps to follow and requirements to satisfy when domesticating a C or S corporation. What follows is only a general overview and does not account for the specifics of each state.

Hiring our corporate law firm to domesticate a Wisconsin corporation to Florida begins with an initial consultation and a review of the company itself. This helps ensure that it’s the best method for moving the company to Florida and gives us information that we need to develop a custom plan for the C or S corporation’s relocation. We also use what we learn to prevent problems that could derail the business’s move entirely.

Some of the many benefits and services that our firm offers to our conversion and domestication clients includes:

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

How Long Will It Take for FL Patel Law PLLC to Domesticate a Wisconsin C or S Corporation?

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One of the biggest advantages of working with a corporate law firm with as much experience as ours is that we can domesticate a Wisconsin corporation to Florida as fast as possible. Using our years of experience, we’ve developed a refined process for efficiently and effectively tackling the core components of the domestication process. This allows us to successfully transition most of our client’s companies to Florida in about two or three months, but more time may be needed depending on the size of the entity and its assets.

A lot of this will be spent waiting on both state agencies to process the necessary documents. Each office is going to need a minimum of several weeks, but they could take longer if they’re facing delays themselves because of short staffing or backlogs. Because of this, any mistakes you make that require corrections could set your business’s transition to Florida back for months at a time.




How Much Does it Cost to Domesticate a Wisconsin Corporation to Florida?

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Wisconsin’s charges a $150.00 filing fee for corporate domestication documents and Florida charges $105.00. This comes to a total of $255.00, but that’s just to have your company’s paperwork processed. It also assumes that no mistakes were made during the filing process, which can lead to additional expenses of their own.

When you hire our law firm to domesticate a Wisconsin corporation to Florida, we’ll provide you with a flat fee quote based on the complexity of your company’s move. This helps minimize costs, prevents unexpected expenses, and can make budgeting for the transition easier, too. Schedule your initial consultation with our corporate attorney now to review your business’s relocation plans and get a quote for your project.

What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?

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Dealing with how different state laws will impact your company’s relocation can get complicated quickly if you don’t have experience with these types of transitions. The dangers involved with attempting to domesticate a Wisconsin corporation to Florida span a wide range of issues that include everything from regulatory noncompliance to the end of your business as you know it.

Using the domestication process to relocate a Wisconsin C or S corporation across state lines can expose both the company and its owners to problems that include, but are not limited to:

  • Noncompliance with state laws
  • Revocation of the Wisconsin 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.

Remember as you move forward that, despite its length, this is not a complete and total list of all that can go wrong if you try to domesticate a Wisconsin corporation to Florida without legal oversight.

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

Make Your Wisconsin C or S Corporation’s Domestication More Convenient and Secure with FL Patel Law PLLC

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Don’t overlook the value that our corporate attorney can provide when it comes time to domesticate a Wisconsin corporation to Florida. This isn’t just a matter of convenience, either, as a lack of legal guidance during a corporation’s domestication exposes both the business and its owners to risks that could have otherwise been prevented.

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What Are the Benefits of Domesticating a Wisconsin C or S Corporation to Florida?

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1. Filing with the State of Wisconsin will be a thing of the past if domestication removes your business’s nexus (taxable connection) in its initial state of incorporation.

2. As a Florida business owner yourself, you can work with Florida professional accounts, attorneys, and other service providers after you domesticate a Wisconsin corporation to Florida.

3. Another major advantage to using domestication to relocate a corporation from Wisconsin to Florida is that it enables a smooth transition from state to state that’s free from interruptions, delays, and other unwanted issues.

4. When we domesticate a Wisconsin corporation to Florida, your company’s original incorporation documents will be replaced by Florida Articles of Incorporation that we draft and file on your behalf, which helps protect its continuity. This, in turn, helps ensure that the company keeps the same corporate powers, rights, benefits, exemptions, and privileges as a Florida entity that it had as a Wisconsin entity.

5. The value of the corporation’s stock and the amount issued to each stockholder will remain the same when you domesticate a Wisconsin corporation to Florida. Another convenience offered by the domestication process is that the corporation’s property rights, such as real estate, will also be preserved during this transfer. This is, however, also true for any liabilities or lawsuits, although the Florida corporation’s name may be substituted in for clarification.

6. The owners of the domesticating corporation don’t need to live in Florida.

7. There won’t be any obligations for your domesticated Florida C or S corporation to continue having a nexus in Wisconsin. If this taxable connection is removed, then you might be able to pay less in state taxes after moving to our state. Talk to your chosen tax professional about this, as the tax consequences of domestication will vary from business to business.

8. Maintaining your C or S corporation’s continuity by using domestication to relocate it to Florida allows it to keep using the same EIN.

9. Assuming that your company’s domestication is properly managed, it can also keep using the same bank accounts, taxpayer ID, operations, and contracts in Florida that it used in Wisconsin. However, careful planning, research, and legal consultation should be undertaken to help ensure that this is the case when you domesticate a Wisconsin corporation to Florida.

What Tax Implications Can I Expect if I Domesticate a Wisconsin Corporation to Florida?

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The tax implications of domesticating a company from one state to another will vary from business to business, and preparing for these changes is an essential part of ensuring this project’s success. Because our legal team will only be able to offer limited guidance in these matters, you should be sure to meet with your tax professional before proceeding to domesticate a Wisconsin corporation to Florida. Some things that you could think about bringing up during your meeting with them could include:

  • State Income Tax: Unlike Wisconsin and most other states, Florida doesn’t have an income tax for businesses or individuals. While you should check with your tax professional to be sure, this is one way that many business owners are able to save money when they domesticate a Wisconsin corporation to Florida.
  • Franchise Tax: Franchise tax is another tax not found in Florida that’s issued by many other states. Be sure to close your C or S corporation’s account with the Wisconsin Department of Revenue and file any necessary final returns.
  • Nexus: A nexus is also known as a business’s taxable connection to a certain state, and it’s generally created when a company has a physical location, substantial activities, or employees in that location. Something to keep in mind is that maintaining a nexus in Wisconsin after domesticating your business to Florida will mean that Wisconsin’s tax laws will continue to apply to your entity.

Should I Hire FL Patel Law PLLC to Domesticate My Wisconsin C or S Corporation?

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Attorney Patel meets with his clients at the end of each domestication to review the project and to give them a chance to ask any questions that they still have about their company’s transition to Florida. During this final consultation, we also give our clients a post-domestication checklist with instructions to help guide them through some of their new responsibilities as Florida business owners.

An attorney’s advice and guidance can be useful in many unexpected ways, both during and after moving your C or S corporation to Florida. You should also keep in mind that our corporate law firm offers a wide variety of services that can help take your business to the next level as it starts its new journey in the Sunshine State.

Securing your company’s domestication to Florida is going to take more than reading a few articles online. Hiring our corporate law firm for your business’s transition can allow you to move forward with confidence and more time to focus on what matters most: actually running your business. Schedule with us now to domesticate a Wisconsin corporation to Florida with our Attorney’s oversight.




Moving cross-country is going to take up enough of your time. Spare yourself the stress by trusting our firm to domesticate a Wisconsin 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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