Can You Convert or Domesticate a Wyoming Corporation to a Florida Corporation?

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

Updated: February 25, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Wyoming Corporations

Table of Contents

• What is a Domestication, Conversion, or Transfer?
• Will This Dissolve My Wyoming 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 Wyoming Corporation to Florida?
• How Long Will It Take for FL Patel Law PLLC to Domesticate a Wyoming C or S Corporation?
• How Much Does it Cost to Domesticate a Wyoming Corporation to Florida?
• What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?
• What Are the Benefits of Domesticating a Wyoming C or S Corporation to Florida?
• What Tax Implications Can I Expect if I Domesticate a Wyoming Corporation to Florida?

Florida’s popularity among business owners in recent years is no secret. On top of having no income tax at the state level, our government provides many incentives to entrepreneurs and our culture is highly supportive of them, too. Business owners with corporations in particular might be able to join us down in the Sunshine State thanks to a legal process commonly called “domestication.”

Don’t let yourself be overwhelmed by various complexities of trying to domesticate a Wyoming corporation to Florida on your own. 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 our corporate law firm’s refined process for moving a business from one state to another, this Insight page will review how our expertise can also help you save time and money during your company’s move. It also has some vital warnings about the legal dangers and other risks posed to your company if you try to domesticate a Wyoming corporation to Florida without an attorney’s help.

The consequences of a mismanaged domestication range from fees to to the accidental liquidation of your business. Working with our corporate law firm to domesticate a Wyoming corporation to Florida enables us to apply our knowledge to everything from compliance matters to protecting your entity’s continuity and much more.

Domestication is a legal process that corporations can use to change their state 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.

Our corporate clients often appreciate that domestication lets them relocate their businesses without harming or changing its corporate identity. Your entity’s continuity won’t be paused or interrupted, either. This helps preserve pre-existing contracts, relationships, and licenses, rights, assets, privileges, and liabilities when you domesticate a Wyoming corporation to Florida.

After your corporation’s domestication to Florida, the Florida Business Corporation Act (FBCA) will become its governing law. However, the Wyoming Business Corporation Act (WBCA) might still apply under certain circumstances, such as if your company has a foreign qualification or nexus in its initial incorporation state after relocating. Talk to Attorney Patel about this during your initial consultation with our firm.

Wyoming corporations are allowed to become entities in other states by undergoing domestication according to Section 17-26-101 of the Wyoming Statutes. Wyoming limited liability companies (LLCs), on the other hand, can use a related procedure known as “statutory conversion” to change their state of formation.

The simple answer to this is no, your entity won’t be dissolved when you domesticate a Wyoming corporation to Florida unless there are mistakes, omissions, or other issues with the process’s execution. This is one of the biggest arguments for hiring an attorney to help move your corporation across state lines, as they can use what they know to help keep your company safe. It’s also important to note that dissolution is not a necessary step in the domestication process, either, despite the incorrect claims on some non-attorney websites.

The Internal Revenue Service (IRS) will decide if you can keep using the same EIN after evaluating the conditions of your company’s move. A private letter rulling will be sent out with their answer once they’ve made their determination. Two of the main factors considered are if the entity’s continuity was broken while moving and if any changes are made to its corporate identity other than its new state of formation.

Each domestication comes with its own unique challenges and requirements. Our legal team has used our collective experience to create a process for addressing the core components that all these types of projects have in common, which you can find below. However, you need to know that these are not exact instructions that can be used to domesticate a Wyoming corporation to Florida. For that kind of guidance, you can schedule your initial consultation with our corporate attorney now.

At the start of each corporate relocation, we meet with the client to have our initial meeting and conduct a deep dive review into the business that they want us to move to Florida. This step is also when we collect the information that we need to develop a customized plan to domesticate a Wyoming corporation to Florida while preventing problems that could derail the whole project.

The suite of legal services and support that you can receive by hiring FL Patel Law PLLC to domesticate a Wyoming corporation to Florida includes:

• Drafting all documents required to domesticate a Wyoming corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Wyoming and Florida;
• Handling all filings and correspondence with Wyoming and Florida state agencies;
• Updating the C or S corporation’s bylaws and other corporate documents to reflect its domestication to Florida; and
• A comprehensive consultation at the end of the project where our corporate lawyer will answer any questions you have left about your company’s relocation.

Your company’s relocation to Florida can be completed as quickly as possible when you choose our firm to manage its domestication. This is all thanks to our great wealth of experience with handling these types of transitions. Most businesses can be relocated in about two or three months, but more time could be needed for bigger entities with more assets.

State agencies in Wyoming and Florida will need several weeks each to process your company’s domestication paperwork. Patience is often needed here, as these agencies are plagued by issues like backlogs and short staffing. Something important to keep in mind if you try to domesticate a Wyoming corporation to Florida yourself is that, because of these issues, mistakes and errors can set your project back significantly.

The filing fees to domesticate a corporation are different in each state. Florida charges $128.75 and Wyoming charges $60.00, so it’s going to cost at least $188.75 just to have your initial paperwork processed. Keep in mind that this total could be higher under certain circumstances, such as if you want to continue doing business in Wyoming or if mistakes are made with the domestication process.

We provide our domestication clients with flat fee quotes for these projects. The specific costs are based on the particular needs of that company’s move. Schedule your initial consultation with Attorney Patel now to get a quote to domesticate a Wyoming corporation to Florida.

Don’t discount the different ways that things can go wrong during a mismanaged corporate domestication. Hiring an attorney as experienced as our own is the best way to equip yourself with the knowledge, expertise, and vigilant attention to detail necessary to safely domesticate a Wyoming corporation to Florida.

Without legal counsel to help keep you and your company safe, trying to domesticate a Wyoming corporation to Florida can lead to problems including:

• Noncompliance with state laws
• Revocation of the Wyoming 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.

Beware that, despite its length, this is not a comprehensive list of the dangers posed by attempting to relocate your corporation from one state to another 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 Wyoming corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Teaming up with an attorney to domesticate a Wyoming corporation to Florida isn’t just a matter of convenience – it’s the best way to guarantee that your company’s relocation will end in success, too.

1. You won’t need to file with the State of Wyoming again if your domestication removes your business’s nexus in its original state of incorporation.

2. Once you’ve become a Florida business owner yourself, you can collaborate with Florida professional accountants, attorneys, and other service providers.

3. When you domesticate a Wyoming corporation to Florida, you can relocate your business from one state to another without interruptions or delays.

4. Florida Articles of Incorporation will immediately replace your company’s initial formation documents, which helps ensure that it can retain all of the same corporate powers, rights, benefits, exemptions, privileges, and principles.

5. The shareholder’s stock in the company, and the value of that stock will not be impacted when we domesticate a Wyoming 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 Wyoming entity’s name for any pending legal procedures or actions.

6. There are no residency requirements for shareholders or directors when domesticating a corporation to a new state.

7. A Florida corporation isn’t required to have a nexus in any other state besides Florida. If domestication removes your corporation’s nexus in Wyoming, then there’s a possibility that you could pay less in taxes at the state level. Talk to your tax professional about this, as tax implications will vary from business to business.

8. You won’t need to go through the trouble of acquiring a new EIN for your business after you domesticate a Wyoming corporation to Florida.

9. Domestication also lets your business keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it did before relocating. However, this might not be the case without careful planning, research, and legal guidance.

Both you and your company can face major tax implications when you domesticate a Wyoming corporation to Florida. Although our legal team can give some limited guidance about these issues, you’ll need a tax professional’s help to ensure proper compliance. Some things that you might want to discuss with them include:

• State Income Tax: Neither Wyoming nor Florida have state income taxes. While federal taxes will always be something that your business will need to consider, this is one thing that you don’t need to worry about becoming an added expense if you domesticate a Wyoming corporation to Florida.

• Franchise Tax: Florida doesn’t force corporations or business owners to pay a franchise tax to the State, either.

• Nexus: A nexus is a business’s taxable connection to a particular state. This connection can be created by having a physical presence, employees, or otherwise engaging in substantial activities in that jurisdiction. If your entity still has a nexus in Wyoming after moving, then it will need to follow tax laws in both states.

Give yourself the peace of mind that comes with working with Attorney Patel to domesticate a Wyoming corporation to Florida. His experience as both a lawyer and an entrepreneur make him a uniquely valuable asset. Plus, our corporate law firm offers a suite of services tailored towards making life easier for businesses of all shapes and sizes.

Once their corporation’s move is complete, our clients will meet with our corporate attorney to address any remaining questions or concerns. During this consultation, they also receive a helpful checklist containing instructions to introduce them to some of their new lives as Florida business owners.

Don’t place your business’s future in jeopardy by trying to domesticate it across state lines without legal counsel. Hiring our law firm to domesticate a Wyoming corporation to Florida 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.

Ready to move your business from the Midwest down to sunny and beautiful Florida? Don’t risk your business’s continuity – enlist the help of an experienced business domestication attorney by calling (727) 279-5037 or by scheduling with us online right now.

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