Can You Domesticate or Relocate a Missouri Corporation to Florida?

Can You Domesticate or Relocate a Missouri Corporation to Florida?

How to Domesticate or Relocate a Missouri Corporation to Florida 

Florida’s unrivaled scenery and business-friendly culture has made the Sunshine State more appealing than ever to business owners, consultants, and entrepreneurs from all across the United States. Lucky for them, our state offers a few different ways for businesses to relocate here from other jurisdictions. We like to recommend domestication to our corporate clients. Much like converting an LLC, domesticating a corporation to Florida relocates the business while protecting its continuity. 

What Happens to My Missouri Corporation During Domestication?

Domesticating a corporation changes its origin or formation state from one jurisdiction to another. However, the option isn’t available in all states. It’s advantageous because the domesticated entity is the same business that existed before, complete with the same EIN, incorporation date, and ownership structure. The corporation gets to retain all property, contractual, and real estate rights as well. Most corporations domesticating to Florida will get to keep their original name, but this will not be the case if that name is already taken by a Florida entity. Because of this, it’s important to perform a name availability search before proceeding. 

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

Domestication gives your corporation the ability to relocate from Missouri to Florida without forcing you to dissolve the original entity and reincorporate in a new state. Shareholder rights, as well as the value of the corporation’s stock, securities, and eligible interests, will be maintained under the Terms of Domestication, the Articles of Incorporation, and the FBCA. Debts, liabilities, lawsuits, and obligations against the Missouri corporation will likewise follow the domesticated business to Florida.

Does My Missouri Corporation Dissolve When It Domesticates to Florida? 

No. Because domestication protects your business’s continuity, there is no risk of it dissolving while relocating to Florida. It’s important to know, however, that the domesticated Florida corporation will be unable to do business back in Missouri without first filing for a Foreign Qualification.

How Long Does It Take to Relocate My Missouri Corporation? 

The majority of domestications for corporations without real estate are finished within four to twelve weeks. Corporations with real estate or other complex assets will need to wait for an attorney’s review for a reliable time frame. 

How Do I Domesticate My Missouri Corporation?

The first step to domesticating your Missouri corporation to Florida is to draft a Plan of Domestication. This is a formal document outlining the domestication and relocation process. At a minimum, it should cite the authorizing statutes from each state, anticipated tax consequences resulting from the move, the transfer of rights and obligations, and a breakdown of the corporation’s ownership structure. The Plan then needs to be taken before the Missouri corporation’s shareholders and directors for approval. Once they’ve signed off on the Plan, then the remaining filings can be made with the prescribed agencies in both Missouri and Florida. 

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

Yes! Our firm has a proven process that we’ve utilized for years for domesticating 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 Missouri Corporations?

Florida allows corporations formed in other states to domesticate as long as that corporation’s origin state has domestication authorization statutes of their own. We like to recommend it to corporate Clients relocating to the Sunshine State because it maintains the business’s continuity during the move. 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 Missouri Allow Corporations to Domesticate to Florida?

Yes, Missouri corporations can domesticate out according to Section 351.458 of the Missouri Annotated Statutes.

1. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized: 

(1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; 

(2) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to do business in this state, and regardless of whether or not it is to do business in this state it shall file with the secretary of state of this state: 

(a) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation which is a party to the merger or consolidation the amount, if any, to which they shall be entitled under provisions of this chapter with respect to the rights of dissenting shareholders, and 

(b) An agreement that it may be served with process in this state, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process, in any proceeding based upon any cause of action against any such domestic corporation arising in this state prior to the issuance of the certificate of merger or the certificate of consolidation by the secretary of state of this state, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation. 

Mo. Ann. Stat. § 351.458

Is your corporation ready to make the move to the free and beautiful state of Florida? Don’t risk breaking your business’s stride because of easily avoidable mistakes. Get assistance from an experienced business domestication attorney by calling (727) 279-5037 or scheduling 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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