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

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

Domesticating or Moving a Wyoming C or S Corporation to Florida

This guide will help Wyoming business owners better understand one of the best methods to move or domesticate their corporations to Florida. There are a lot of reasons to join us in the sunshine state, whether you’re interested in our tropical beaches or just want to take advantage of our state’s lack of personal income tax on business owners. You might be able to transfer your Wyoming corporation to Florida through a process known as “domestication.” For help with domestication, schedule a free consultation with our business lawyer to see if domestication will work for you.

What Happens to My Wyoming Corporation During Domestication?

Domestication, when properly executed, transfers your C or S corporation to Florida without interrupting your operations or forcing your business to start over from scratch. The domesticated corporation remains the same entity that existed in Wyoming, only now it’s considered to have been a Florida corporation since its inception. The business keeps its original employer identification number (EIN or FEIN) and incorporation date, as well as any of its real estate, property, and contractual rights. The domesticating Wyoming corporation might, however, need to find a new name if the one it already has is already in use by a Florida entity. Make sure to perform a name availability check before making any final decisions. You can do this on the Florida Division of Corporation’s website.

What are the Effects of Domestication?

The domestication process has a minimal impact on corporations. Nothing is really going to change other than its jurisdiction. The shareholders’ rights will be protected under the terms of the conversion, the Florida articles of incorporation, and the FBCA. The Wyoming corporation’s shares, rights to obtain shares, eligible interests, securities, and any other obligations will keep their original value, too. The same goes for any debts, liabilities, or other obligations – those will follow the domesticated entity to Florida as well, along with any lawsuits or other proceedings.

Does My Wyoming Corporation Dissolve When I Domesticate to Florida?

No, your Wyoming corporation’s continuity is preserved during the domestication process so long as everything is properly filed. Once the domestication is complete, however, your corporation won’t be able to conduct business back in Wyoming without first filing for a foreign qualification.

How Long Does It Take to Relocate My Business from Wyoming to Florida?

The answer to this question depends on your corporation’s structure, assets, and whether or not it owns any real estate. Most domestications are accomplished within 4 to 12 weeks. Your attorney can provide you with a more precise estimate once they’ve familiarized themselves with your business.

How Do I Domesticate My Wyoming C or S Corporation to Florida?

The exact steps to domesticate a corporation vary from state to state, but most start by drafting a plan of domestication. Your plan of domestication is a formal document explaining how the domestication will take place. It should cite the statutes authorizing domestication in both states and reference any expected tax consequences in addition to listing who owns what in the company and the transfer of rights and obligations. Then, after the shareholders and directors have signed off on the plan, you can start filing paperwork with the relevant agencies in Wyoming and Florida.

Be careful and strictly follow the instructions in both the Florida and Wyoming corporate domestication statutes. Failure to do so could cause major problems for your business, including potential dissolution.

Should I Use FL Patel Law to Domesticate My Wyoming Corporation?

Yes! Our firm has used our experience to create a refined system that helps make sure that your Wyoming corporation can domesticate to Florida as quickly and seamlessly as possible. We also provide our clients with additional information and legal support when it comes to operating your corporation in Florida. Our clients come from across the country and from every industry, from consultants to start-ups, e-commerce businesses, and others.

Corporate transactions often come with legal and tax implications. Mistakes during the domestication process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. It’s always worth the effort to find a qualified lawyer to assist you.

Does Florida Permit the Domestication of a Wyoming Corporation?

Florida allows corporations from out-of-state, also known as foreign corporations, to domesticate so long as their original state has its own laws allowing the transfer. An analogous process exists for LLCs called conversion. The primary reason that we suggest domestication to our corporate clients is that the process helps safeguard your company’s continuity. You’ll be able to keep doing business while you wait for all that paperwork to go through as well. A full list of the conditions to meet and the procedures to follow can be found in Section 607.0101 of the Florida Business Corporation Act (FBCA). Review this section very carefully. Mistakes here could cause dissolution.

Does Wyoming Allow Corporations to Domesticate or Move to Florida?

Yes, pursuant to the Wyoming Statutes § 17-26-101.

Conversion of Entities

(a) Any entity, domestic or foreign, may convert to any other entity, domestic or foreign, pursuant to this section. As used in this section, “entity” means any entity authorized to be formed under this title and organized under the laws of this state or the laws of another state that are the functional equivalent.

(b) A domestic entity may be converted into any form of foreign entity recognized in that foreign jurisdiction pursuant to this section.

(c) A foreign entity may be converted into a domestic entity if the conversion is authorized pursuant to the articles of incorporation, articles of organization, certificate of limited partnership, articles of association, registration statement or other document of similar import filed or recorded by or for an entity in the jurisdiction in which the entity is formed.

(d) The converting domestic or foreign entity shall approve the terms and conditions of the conversion in accord with the documents enumerated in subsection (c) of this section.

(e) After the conversion is approved, the newly converted domestic entity shall file the appropriate document of organization as enumerated in subsection (c) of this section and include:

(i) Information that clearly names and identifies the converting entity and the newly converted entity;

(ii) The state of original formation and the date of original organization; and

(iii) Proof that conversion is approved by the owners or members of the converting entity in accordance with the authority given the converting entity.

(f) The conversion takes effect when the appropriate document of organization enumerated in subsection (c) of this section is filed or at any later date specified in the document.

(g) Upon conversion, all property owned by the converting entity remains in the newly converted entity. All obligations of the converting entity continue as obligations of the newly converted entity. Any action or proceeding pending against the converting entity may be continued as if the conversion had not occurred.

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 scheduling online today.

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