Can You Domesticate an Arkansas Corporation in Florida?

Can You Domesticate an Arkansas Corporation in Florida?

Domesticating or Relocating an Arkansas C or S Corporation to Florida

Florida has a lot more to offer business owners, consultants, and other entrepreneurs besides tropical weather and beautiful scenery. In fact, we’re arguably one of the most pro-business states in the union. If you want to move your Arkansas corporation to Florida, then you might want to investigate whether you can take advantage of a process known as domestication. LLCs looking to relocate, on the other hand, should look into statutory conversions.

What Happens to My Arkansas Corporation During Domestication?

Domestication changes a corporation’s origin or formation state without impacting its continuity. The fact that it preserves the album during the move is one of the biggest reasons why we like to recommend it to our Clients. The domesticated entity is the same business that existed in Arkansas, just with a new jurisdiction, complete with the same EIN, ownership structure, and incorporation. Domestication will protect the corporation’s real estate, property, and contractual rights, too. 

The only thing about your business, other than its origin state, that might have to change is your corporation’s name. Even then, that will only be the case if the one you want is already in use by a Florida entity. To check the availability of your corporation’s name in Florida, you can run a name availability search using the Division of Corporation’s website.

What are the Effects of Domesticating My Arkansas Corporation to Florida? 

Unless your Arkansas Corporation’s desired name is unavailable, the only aspect of your business that’s going to be changed by domestication is its formation state. Shareholder rights are safeguarded under the Terms of Domestication, Florida incorporation documents, and the FBCA. The value of the company’s shares, securities, and eligible interests will also be maintained during domestication. It’s important to note that liabilities, obligations, lawsuits, and other legal proceedings against the Arkansas corporation will follow the business to Florida, too.

Does My Arkansas Corporation Dissolve When It Domesticates to Florida? 

No, your business’s continuity will be preserved while relocating to Florida by way of statutory domestication. Domestication will, however, cost it the ability to do business in its original state. If you want your domesticated Florida corporation to be able to do business outside of Florida, it will first need to file for a foreign qualification with each state in question. 

How Long Does It Take to Relocate My Arkansas Corporation to Florida?

Most corporations without real estate can domesticate to Florida within four to twelve weeks. If your business owns real estate or other significant assets, a more precise estimate can be provided by your attorney after review.

How Do I Domesticate My Arkansas Corporation to Florida?

The first step to domesticating your Arkansas corporation is to draft a Plan of Domestication. While the specifics differ from state to state, most need to include the authorizing statutes in each state, the transfer of rights and obligations, a breakdown of the company’s ownership, and any expected tax consequences that would result from the move. It will likely need supplementary material such as incorporation documents, too. Then, the Plan must be approved by the corporation’s directors and shareholders, at which point you’ll be good to make your remaining filings.

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

Should I Use FL Patel Law PLLC to Domesticate My Arkansas Corporation?

We sure think so! We have a refined and proven process for domesticating corporations – including Arkansas corporations – to Florida. This means that you can let us handle the paperwork for you without worrying about interruptions or other problems cropping up. We serve clients from across the country and in every industry, from consultants to e-commerce businesses, start-ups, and more.

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 Arkansas Corporations? 

Florida permits corporations formed outside of its borders to domesticate if the other state has its own statutes allowing it to occur. It’s the strategy we recommend to our clients because it helps preserve the business’s continuity. A full list of the conditions 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 Arkansas Allow Corporations to Domesticate or Move to Florida?

Yes, Arkansas law permits corporations to domesticate under Ark. Code Ann. § 4-27-1102.

(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§ 4-27-1103 — 4-27-1105 and a plan of conversion, if the: 

(1) Other organization’s governing statute authorizes the conversion and is complied with; and 

(2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute. 

Ark. Code Ann. § 4-27-1102

Our firm is ready to help domesticate your Arkansas corporation to Florida. Don’t risk breaking your business’s stride– get assistance from an experienced business domestication attorney by calling(727) 279-5037 or visit us online.

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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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