9 Reasons to Convert or Domesticate a New Hampshire Corporation to Florida

Relocate, Transfer, Convert, or Domesticate a New Hampshire Corporation to Florida

Updated: August 14, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile a New Hampshire C or S Corporation to Florida;
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• New Hampshire C Corporations
• New Hampshire S Corporations

Table of Contents

• What is a Domestication, Conversion, or Transfer?
• Can New Hampshire C or S Corporations Move to Another State?
• Will This Dissolve My New Hampshire C or S Corporation?
• Do I Need to Get a New EIN After Domesticating My C or S Corporation to Florida?
• How Can FL Patel Law PLLC Help Domesticate a New Hampshire Corporation to Florida?
• How Long Will It Take for FL Patel Law PLLC to Domesticate a New Hampshire C or S Corporation?
• How Much Does it Cost to Domesticate a New Hampshire 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 a New Hampshire C or S Corporation to Florida?
• What Tax Implications Can I Expect if I Domesticate a New Hampshire Corporation to Florida?
• Should I Hire FL Patel Law PLLC to Domesticate A New Hampshire Corporation to Florida?

Relocating a C or S corporation from New Hampshire to Florida can offer many advantages to both the business and its owners beyond the change in climate. We also have no income tax at the state level, which is a commonly cited reason to relocate a company here in particular. This type of move can be made by qualifying entities by using a corporate transaction commonly called domestication.

The dangers of trying to domesticate a New Hampshire corporation to Florida can be quite intimidating for business owners. However, the legal guidance offered by FL Patel Law PLLC can be the deciding factor in securing a safe, uninterrupted move from one state to another. 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 domesticate a New Hampshire corporation to Florida.

We made this page to help you understand how the steps our firm takes to protect a corporation when relocating it to Florida can also save the business’s owners time and money during their move. It also has some essential warnings about what can go wrong if you attempt a project as complex as this without an attorney’s oversight.

Working with an attorney is the best way to prevent the kinds of mistakes that lead to everything from fines and fees to your company’s outright liquidation. Our legal team has the experience and the skills needed to successfully domesticate a New Hampshire corporation to Florida while keeping it regulatory compliance at every stage of its journey.

Domestication is a method for moving a C or S corporation from one state to another while protecting its continuity and its corporate identity.

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.

For most businesses, domestication provides a great alternative to dissolving and reincorporation their business as a new entity in their chosen state. One of the conveniences that it offers is that it automatically transfers the rights, assets, privileges, principals, and liabilities over to the domesticated entity. Because your business’s continuity is protected when you domesticate a New Hampshire corporation, it can also continue to use the same relationships, contracts, and licenses that it used in its original state, too.

The rules of the Florida Business Corporation Act (FBCA) will start to apply to your business upon its domestication to Florida. However, the New Hampshire Business Corporation Act (NHBCA) may also still apply if your business has a nexus or foreign qualification back in its initial incorporation state. Talk to our corporate law attorney about this during your initial consultation.

New Hampshire corporations are allowed to domesticate to other states under Section 293-A:9.209(b) of the New Hampshire Revised Statutes. New Hampshire LLCs also have a way of becoming Florida LLCs commonly known as statutory conversion.

While certain mistakes could dissolve your company, a successful domestication protects your company’s continuity throughout its entire journey from state to state. This is why it’s important to have an attorney’s help when you try to domesticate a New Hampshire corporation to Florida. Dissolution should only be initiated when it’s time to close up shop and liquidate your business.

Although this will be decided by the Internal Revenue Service (IRS) on a business-by-business basis, there are certain steps that your company can take to help ensure that it can continue using its original EIN after you domesticate a New Hampshire corporation to Florida. It‘s also vital that the company’s continuity is maintained at all times, as the IRS must consider it to be the same entity both before and after domestication.

All domestications share some common steps, although the specifics will vary based on the states involved and other factors unique to that business’s relocation. Please do not treat what follows as instructions on how to domesticate a New Hampshire corporation to Florida, as they are not. This will only be a general overview of our domestication process. For that level of personalized advice, you need to schedule your consultation with our corporate attorney.

The first thing we do before we domesticate a New Hampshire corporation is to confirm that it’s eligible to relocate to Florida in the first place. We also take this as an opportunity to gather the information necessary to relocate their company to Florida with its continuity and corporate identity intact.

The comprehensive support that our clients receive from us when we domesticate a New Hampshire corporation to Florida includes:

• Drafting all documents required to domesticate a New Hampshire corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both New Hampshire and Florida;
• Handling all filings and correspondence with New Hampshire 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.

Working with our experienced legal team allows you to domesticate a New Hampshire corporation to Florida as quickly as possible. In most cases, this works out to about two or three months. However, larger companies and those with more assets can take longer to domesticate.

Patience is needed here, as the state agencies responsible for this need a minimum of several weeks of processing time each, and often face their own delays because of backlogs and short staffing. In other words, any mistakes you make can set your company’s move back significantly.

Florida has a $128.75 filing fee for domestications and New Hampshire has a $35.00, which comes to a total of $163.75 in processing fees alone. Remember that you’ll have to pay those fees all over again if you need to make any corrections for incorrect or missing information. Working with an attorney can help prevent these and other unnecessary, unexpected expenses when trying to domesticate a New Hampshire corporation to Florida, such as fines for falling out of compliance and more.

FL Patel Law PLLC’s clients receive flat fees for their conversion and domestication clients that are based on the specific needs of that company’s move. This helps them keep the project under budget and can spare a lot of stress as well. Schedule a consultation with Attorney Patel now to get a quote to domesticate a New Hampshire corporation to Florida.

Trying to domesticate a New Hampshire corporation to Florida is a complicated undertaking that requires a strong understanding of the different requirements, regulations, and state laws involved in the transition. The good news is that our legal team has the skills, knowledge, and experience needed to safely relocate your company to the Sunshine State.

The risks that you and your company will be exposed to if you try to domesticate a New Hampshire corporation to Florida without an attorney’s oversight include, but are not limited to:

• Noncompliance with state laws
• Revocation of the New Hampshire 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.

Bear in mind that this is not a comprehensive list of what can go wrong during a domestication from one state to another.

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 a New Hampshire corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Fines and dissolution are just a couple of the risks facing your business if you proceed without an attorney’s assistance with your company’s move. Hiring our firm can help avoid interruptions or other unwanted surprises when you domesticate a New Hampshire corporation to Florida.

1. Your domesticated Florida corporation won’t ever need to file with the State of New Hampshire again if it no longer has a nexus in its original incorporation state.

2. Domesticating a New Hampshire corporation to Florida lets you work with Florida professional accountants, attorneys, and other service providers.

3. Your company’s domestication allows it to enjoy a smooth, uninterrupted transition from state to state that’s free from delays or other problems.

4. Your C or S corporation’s original founding documents will be immediately replaced by Florida Articles of Incorporation. This helps to protect the company’s continuity, which is needed to retain the business’s corporate powers, rights, benefits, exemptions, privileges, and principles.

5. Domestication won’t change the value or amount of the company’s issued stock. During this process, real estate and other property rights will automatically transfer to the 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 New Hampshire entity’s name for any pending legal procedures or actions.

6. The corporation’s directors and shareholders won’t need to live in Florida after domesticating the company.

7. Domesticating a New Hampshire corporation to Florida can reduce what your business pays for state income taxes and other taxes issued in its original state. However, this requires that the business’s nexus in New Hampshire is removed by its move.

8. Successfully domesticating a company to Florida allows it to keep using the same EIN, as it still has the same corporate identity that it had back in New Hampshire.

9. Much like its EIN, your domesticated entity can also keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it had in New Hampshire, too. However, careful planning should be undertaken to ensure that this is the case.

When you domesticate a New Hampshire corporation to Florida – or bring any other type of company across state lines, for that matter – there will almost certainly be some tax implications for your business. You should enlist your tax profession’s assistance with this. The specific changes will be different for every business and, unfortunately, our firm can only provide limited guidance on these matters. Some basics to bring up during your meeting with your tax professional include:

• State Income Tax: Because New Hampshire is the same way, you already know just what a relief it is that your domesticated C or S corporation doesn’t need to worry about state income taxes in Florida. Federal obligations, of course, remain.

• Franchise Tax: Florida doesn’t have a franchise tax for corporations, either, unlike New Hampshire. Don’t forget to close out your company’s accounts with the New Hampshire Department of Revenue Administration and file final returns if necessary.

• Nexus: Your company will still need to follow New Hampshire tax laws if it still has a nexus in that state after it domesticates into a Florida corporation. Nexus is usually established when a business has a physical presence, employees, or engages in substantial activities in a certain state.

Our corporate domestication projects end with a comprehensive final consultation between Attorney Patel and the business’s owners. Here, he addresses their remaining questions and provides a post-domestication checklist with directions to help them adapt to their responsibilities as Florida business owners.

As a corporate law firm, we offer a suite of services that are highly beneficial, if not necessary, to running a business in Florida. This means that we are fully equipped to support your business both during and after we domesticate a New Hampshire corporation to Florida. Attorney Patel’s experience as both an entrepreneur has given him a rare level of insight into transactions of this nature.

Investing in an experienced law firm like ours is worth the protection that it adds to your business’s transition from state to state. By trusting your domestication to our Florida corporate law attorney, you’ll have more time and energy to focus on running your business while we tackle the legal complexities of its relocation, too. Schedule with us now to domesticate a New Hampshire corporation to Florida.

Are you ready to take your New Hampshire LLC down to its new home in scenic Florida? Protect your business from dissolution and discontinuity with our corporate attorney’s help by calling (727) 279-5037 or by scheduling a time through our online calendar.

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