Can You Domesticate an Idaho Corporation to Florida?

Can You Domesticate an Idaho Corporation to Florida?

Domesticating an Idaho C or S Corporation to Florida

Your Idaho corporation could stand to benefit in numerous ways by relocating to Florida. For example, our state’s culture and government are both passionately pro-business, and our state does not levy its own personal income tax against business owners. Florida also has a statutory process called domestication that enables eligible corporations to relocate here from out of state. 

What Happens to My Idaho Corporation During Domestication?

The state that a corporation initially incorporates in is known as its formation or origin state. Domestication legally changes this state from one location to another. In other words, it can change your Idaho corporation into a Florida corporation without forcing your business to dissolve and start over again in your new state. This means that your Florida corporation is the same business that it was back in Idaho, and even keeps its original EIN, incorporation date, and ownership structure. 

Most corporations that relocate to Florida through domestication can keep using the same name that they used in their previous location. However, if a Florida entity is already using your desired business name, then you’ll have to find a new one. You can check the availability of your corporate name by searching the Florida Division of Corporations database.

What are the Effects of Domestication?

Domestication is our firm’s preferred method for relocating corporations from qualifying states such as Idaho because it protects the business’s continuity during the move and requires few, if any, changes to the business itself. The Terms of Domestication, Florida Articles of Incorporation, and the FBCA ensure the continuation of shareholder rights, such as the right to obtain more shares, while the business relocates to Florida. The value of the corporation’s shares, securities, and eligible interests are similarly preserved. Domestication won’t have any impact on any debts, liabilities, obligations, lawsuits, or other proceedings facing the corporation, which will all follow the business to its new home, too.

Does My Idaho Corporation Dissolve When It Domesticates to Florida?

No. However, your newly domesticated Florida corporation won’t be able to do business in Idaho any longer without first filing for a Foreign Qualification.

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

While the exact answer depends on your company’s assets, most corporations without real estate can domesticate to Florida within four to twelve weeks. Idaho corporations with real estate will need to wait for their attorney to review their business and its assets before an estimation can be nailed down.

A Plan of Domestication is the first item needed to domesticate a corporation to Florida. The necessary contents for this document differ from state to state, but most need to include the authorizing statutes, expected tax consequences, company ownership, and the transfer of rights and obligations at a minimum. Once drafted, the Plan of Domestication then needs to be presented to the Idaho corporation’s Directors and Shareholders for approval. After that approval has been obtained, the prescribed filings can be made with the appropriate agencies in each state. Your domestication will be complete once these filings have been processed.

Be careful and strictly follow the instructions in both the Florida and Idaho 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 Idaho Corporation? 

Yes! We’ve helped businesses from across the country relocate to Florida, which has resulted in a fine-tuned process that helps ensure that your corporate domestication or LLC conversion takes place without any headaches or interruptions. Our firm is more than happy to offer legal support after your move, too, if you need help navigating your new state’s laws and regulations. 

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 Idaho Corporations?

Corporations formed outside of Florida can domesticate to the Sunshine State so long as their origin or formation state has similar statutes authorizing domestication. 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 Idaho Allow Corporations to Domesticate or Move to Florida?

Yes, in accordance with Section 30-22-501 of the Idaho Code. 

(a) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. 

Idaho Code Ann. § 30-22-501

Are you ready to move your Idaho corporation over to the coast to sunny and beautiful Florida? Don’t risk breaking your business’s stride– get assistance from an experienced business domestication attorney by calling (727) 279-5037, or if you are ready to move, schedule a consultation online today.

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

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