Can You Domesticate an Arizona Corporation in Florida?
Relocate, Transfer, Convert, or Domesticate an Arizona Corporation to Florida
Updated: September 17, 2023
Reading Time: 10 Minutes
- Domicile an Arizona C or S Corporation to Florida;
- Keep the same EIN and corporate identity; and
- Enjoy tax benefits provided to Florida residents.
- Arizona C Corporations
- Arizona S Corporations
Table of Contents
- What is a Domestication, Conversion, or Transfer?
- Can Arizona C or S Corporations Move to Another State?
- Will This Dissolve My Arizona C or S Corporation?
- Will This Dissolve My Arizona C or S Corporation?
- How Can FL Patel Law PLLC Help Domesticate an Arizona Corporation to Florida?
- How Long Will It Take for FL Patel Law PLLC to Domesticate an Arizona C or S Corporation?
- How Much Does it Cost to Domesticate an Arizona 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 an Arizona C or S Corporation to Florida?
- What Tax Implications Can I Expect if I Domesticate an Arizona Corporation to Florida?
- Should I Hire FL Patel Law PLLC to Domesticate My Arizona C or S Corporation?
While Florida has a lot to offer corporations and business owners from states like Arizona, some are concerned that this type of move requires giving up their company’s corporate identity. The good news is that it doesn’t have to, thanks to a legal process known as domestication.
Trying to domesticate an Arizona corporation to Florida can be dangerous if you don’t have legal counsel that has experience with transitioning a company from one state to another. 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.
This article will show how our firm’s refined processes can help keep you and your business safe – and even save you time and money in the long run – when you hire us to domesticate an Arizona corporation to Florida. It also has some important information about the risks involved in taking on a transition like this without a lawyer’s help, and how working with our firm can help you avoid these problems and more.
These risks should not be underestimated. Depending on the mistakes involved, you could even accidentally dissolve your entity if you try to domesticate an Arizona corporation to Florida alone. Our corporate legal team’s wealth of experience can be a valuable asset when it comes to safely navigating your way through a process as complicated as moving a company to a new state.
What is a Domestication, Conversion, or Transfer?To top
Domestication refers to a legal process that C and S corporations can use to change their state of formation.
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 an Arizona corporation to Florida.
Unlike some other methods for relocating from state to state, your entity’s continuity and identity will be maintained when you domesticate an Arizona corporation to Florida. This is an important part of keeping the same pre-existing contracts, relationships, and licenses as a Florida entity that the company had in its previous state. The entity’s pre-existing rights, assets, privileges, and liabilities will also follow the business along its transition into a Florida corporation.
As a Florida C or S corporation, your domesticated entity will need to abide by the rules of Florida Business Corporation Act (FBCA), but it’s important to note that the Arizona Business Corporation Act might still apply under certain circumstances. A couple of these conditions include having a foreign qualification or taxable connection (nexus) in Arizona after changing your company into a Florida entity. Talk to our attorney about this during your initial consultation together.
Can Arizona C or S Corporations Move to Another State?To top
Arizona corporations can use domestication to transfer to states like Florida that have laws authorizing this type of move according to Section 29-2502 of the Arizona Revised Statutes. Limited liability companies (LLCs) from Arizona have a similar option available to them known as statutory conversion.
A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following:
1. The name and type of the domesticating entity.
2. The name and jurisdiction of organization of the domesticated entity.
3. The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
4. The proposed public organizational document of the domesticated entity if it is a filing entity.
5. The full text of the private organizational documents of the domesticated entity that are proposed to be in a record.
6. The other terms and conditions of the domestication, if any.
7. Any other provision required by the laws of this state or the organizational documents of the domesticating entity.
Will This Dissolve My Arizona C or S Corporation?To top
The only way that your entity will be dissolved when you domesticate an Arizona corporation to Florida is if something goes wrong during the process. This is far more likely to happen if you don’t have a lawyer’s assistance with relocating your company from state to state. When everything is done correctly, your C or S corporation’s continuity is protected throughout the entirety of its domestication into a Florida entity.
Do I Need To Get a New EIN if I Domesticate My Company to Florida?To top
While this is determined on a case-by-case basis by the Internal Revenue Service (IRS), there are steps that you can take to help ensure that your company can continue using the same EIN after its transition from Arizona to Florida. One of these steps includes hiring an attorney to secure your company’s move, as the IRS must consider your business to be the same entity both before and after its relocation in order for it to keep its initial EIN. This requires maintaining its continuity and corporate identity at all costs.
How Can FL Patel Law PLLC Help Domesticate an Arizona Corporation to Florida?To top
Because of the multitude of factors involved in domesticating a company from one state to another, the specific requirements and steps needed to domesticate an Arizona corporation will vary from business to business. What follows is only a general overview of how we help our clients relocate their businesses to Florida – it should not be treated as instructions for doing so and is no substitute for actual legal advice. For more detailed guidance, schedule your initial consultation with our corporate attorney now.
Before we start on any paperwork needed to domesticate an Arizona corporation to Florida, we have our initial consultation with the client and conduct a review of their business to ensure that it qualifies for this process to begin with. We also use what we learn during these meetings to create a plan for relocating the company from Arizona to Florida that accounts for the client’s specific needs and goals.
The comprehensive support that our clients receive from us when we domesticate an Arizona corporation to Florida includes:
- Drafting all documents required to domesticate an Arizona corporation to Florida, including the Plan of Domestication;
- Ensuring compliance with the laws, regulations, and other legal requirements present in both Arizona and Florida;
- Handling all filings and correspondence with Arizona 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 an Arizona C or S Corporation?To top
Relocating your entity to Florida as quickly as possible is another advantage of working with our firm to domesticate an Arizona corporation to Florida. Most businesses can expect the process to take about two or three months, but more time could be required depending on the entity’s size and assets. Keep in mind that hiring a lawyer for your business’s relocation can help keep things on schedule by preventing delays and interruptions during its transition to Florida.
The state agencies in Arizona and Florida that are responsible for corporate domestication filings will each need several weeks to process your documents. They sometimes face their own delays because of backlogs, short staffing, or other issues, too. Because of this, even small mistakes can lead to big delays if you have to file again to make any necessary corrections.
How Much Does it Cost to Domesticate an Arizona Corporation to Florida?To top
Each state sets its own filing fees for corporate domestications. Arizona charges $100.00 and Florida charges $105.00, which means that it’s going to cost at least $205.00 just to have your initial documents looked over by both states. This total will grow even higher if you make mistakes that result in rejected filings or legal problems. Getting your paperwork right the first time around is just one of the many ways that working with our firm could help minimize your company’s expenses during this transition.
FL Patel Law PLLC provides flat fees for corporate domestication projects based on the needs of that specific relocation. This helps make budgeting easier and also serves to prevent unexpected or unnecessary costs. Schedule your initial consultation now to get a quote to domesticate an Arizona corporation to Florida with Attorney Patel’s management and guidance.FL Patel Law PLLC provides flat fees for corporate domestication projects based on the needs of that specific relocation. This helps make budgeting easier and also serves to prevent unexpected or unnecessary costs. Schedule your initial consultation now to get a quote to domesticate an Arizona corporation to Florida with Attorney Patel’s management and guidance.
What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?To top
A project with as many different complexities as trying to domesticate an Arizona corporation to Florida requires a great deal of knowledge and experience as well as a specific set of skills if it’s going to be successful. Without reliable legal assistance, both the company and its owners could be exposed to fines and much worse if something goes wrong during this transition.
Some of the problems that can be encountered when attempting to domesticate an Arizona corporation to Florida alone include:
- Noncompliance with state laws
- Revocation of the Arizona 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 this list is not exhaustive, and that there are still more problems that can come up if something goes wrong trying to domesticate an Arizona corporation to Florida.
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 an Arizona corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.
Make Your Arizona C or S Corporation’s Domestication More Convenient and Secure with FL Patel Law PLLCTo top
Attempting to domesticate an Arizona corporation to Florida without legal counsel places both the company and its owners at unnecessary risk. In addition to the convenience that comes with working with our corporate law firm to relocate a company to Florida, our expertise allows us to make the move as secure as possible, too.
What Are the Benefits of Domesticating an Arizona C or S Corporation to Florida?To top
1. Domesticating your C or S corporation to Florida can eliminate your company’s filing requirements with the State of Arizona if it removes its nexus in that state.
2. Owning a Florida C or S corporation lets you team up with Florida professional accountants, attorneys, and other service providers who can help your business grow and expand in its new state.
3. Unlike some other methods for moving a business to a new state, your company can enjoy a smooth, seamless transition free from interruptions when you domesticate an Arizona corporation to Florida.
4. Florida incorporation documents will replace your entity’s initial formation documents immediately upon filing. This helps it keep all of the same corporate powers, rights, benefits, exemptions, privileges, and principles.
5. Nothing about the company’s stock will be changed when you domesticate an Arizona corporation to Florida. The Arizona entity’s property rights, such as real estate, will transfer over to the resulting 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 Arizona corporation’s name for any pending legal procedures or actions.
6. The business’s owners do not need to live in Florida in order to domesticate an Arizona corporation to our state.
7. Your Florida entity won’t be required to maintain a nexus in Arizona after its domestication, which could result in lower 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 get a new EIN for your domesticated Florida entity. Only its state of formation will change, which means that it’s the same entity that it was before domesticating from Arizona to Florida and can keep using its initial EIN.
9. Another convenience offered by the domestication process is that it can allow an entity to keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts as a Florida corporation that it did as an Arizona corporation. However, this might not be the case without careful planning, research, and legal guidance.
What Tax Implications Can I Expect if I Domesticate an Arizona Corporation to Florida?To top
Because our legal team will only be able to provide limited guidance when it comes to tax matters, it’s essential that you have your tax professional help you prepare for the tax consequences that will result when you domesticate an Arizona corporation to Florida. The specific implications will vary from company to company, so there won’t be a one-size-fits-all guide for navigating these changes. However, some potential topics to bring up with your chosen tax professional could include:
- State Income Tax: Florida has no income tax at the state level, which is just one way that business owners can potentially save money when they domesticate an Arizona corporation to Florida. Of course, the C or S corporation will need to continue to satisfy its responsibilities at the federal level.
- Franchise Tax: Florida doesn’t have a franchise tax for C or S corporations, either, which isn’t the case for Arizona. The company will need to close its account with the Arizona Department of Revenue and file final returns if necessary.
- Nexus: Arizona tax laws could continue to apply even after you domesticate an Arizona corporation to Florida if your entity still has a nexus in that state after its relocation. A nexus is a business’s taxable connection to a specific state, and it’s typically created when a company has employees, a physical location, or conducts substantial activities in that state.
Should I Hire FL Patel Law PLLC to Domesticate My Arizona C or S Corporation?To top
After we successfully domesticate an Arizona corporation to Florida for one of our clients, Attorney Patel hosts a final and comprehensive consultation with them to address any remaining questions that they might have. His advice at this stage can be highly useful, as he has experience as both a lawyer and an entrepreneur himself. We also provide our clients with a checklist containing instructions to help them acclimate to their new lives as Florida C or S corporation owners.
Working with FL Patel Law PLLC to domesticate an Arizona corporation to Florida allows you to benefit from our firm’s significant experience with managing these types of transitions from state to state. Securing our legal guidance can also continue to help your company even after its relocation, too. As a corporate law firm, we provide a wide range of services designed to make life easier for Florida business owners.
Protecting both yourself and your company should be at the forefront of your mind when you domesticate an Arizona corporation to Florida. 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 an Arizona 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.