Can You Domesticate a New Hampshire Corporation to Florida?

Can You Domesticate a New Hampshire Corporation to Florida?

Domesticating or Relocating a New Hampshire Corporation to Florida

Business owners, consultants, and entrepreneurs of all stripes are flocking to Florida to take advantage of all that our state has to offer, so why shouldn’t your New Hampshire corporation join in on the fun? Corporations have a few choices to go with if they want to relocate to the sunshine state. The method that our firm most frequently recommends to qualifying corporate clients, however, is called domestication. 

What Happens to My New Hampshire Corporation During Domestication?

Domestication, much like conversions for LLCs, is a statutory process for changing a corporation’s formation state. It’s advantageous because it allows corporations to relocate from one eligible state to another without interrupting the business’s continuity. The domesticated Florida corporation is the same entity that existed in New Hampshire. This means that it’s EIN, ownership structure, tax election, and even its incorporation date stay the same. In most cases, the business can keep using the same name, too — unless that name is already taken by an entity in Florida. To find out, you can use the Florida Division of Corporation’s website to perform a name availability search

What are the Effects of Domestication?

Domestication won’t have much of an impact on your business or its day-to-day operations. Shareholder rights, such as the right to obtain new shares, are maintained by the Terms of Domestication, the FBCA, and the Florida Articles of Incorporation. Domestication won’t affect the value of the corporation’s stock, securities, or eligible interests, either. However, the same goes for any and all liabilities, obligations, lawsuits, or other legal proceedings faced by the New Hampshire corporation, which will also follow the business to Florida through the domestication process.

Does My New Hampshire Corporation Dissolve When It Domesticates to Florida? 

No, domestication preserves the corporation’s continuity, which means that it doesn’t dissolve — it just becomes a Florida corporation. That said, the domesticated business won’t be able to operate or otherwise do business back in New Hampshire without filing for a Foreign Qualification there, first. 

How Long Does It Take to Domesticate My Business from New Hampshire to Florida? 

Corporations without real estate typically take between four and twelve weeks to complete the domestication process. Corporations with real estate or other significant assets will need to wait for a lawyer to review the business and its holdings before a precise time frame can be given.

How Do I Domesticate My New Hampshire Corporation to Florida?

Drafting a Plan of Domestication is the first step to domesticating most corporations to Florida. Your Plan of Domestication is a formal document that outlines the legal process for relocating the business. It should include the authorizing statutes from each state, an overview of each owner’s interest in the company, the transfer of rights and obligations to the domesticated entity, as well as any tax consequences that will result from the move. You might need to provide copies of your New Hampshire incorporation documents or other supplemental information, too, so be sure to carefully review the requirements for both states.

Once you or your counsel have drafted a Plan of Conversion, the Plan then needs to be taken to the New Hampshire corporation’s directors and shareholders for approval. Once they’ve given their go-ahead and added their signatures to the Plan, you are then ready to make the final filings with the appropriate New Hampshire and Florida state agencies. 

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

Absolutely! Our firm has partnered with businesses in countless different industries from all over America to help relocate their operations to Florida. Because we have a refined and proven process in place for making this happen, there’s no need to worry about delays or other costly inconveniences. We also make sure to keep our clients updated and educated every step of the way.

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 New Hampshire Corporations?

Corporations formed outside of Florida can domesticate to the Sunshine State as long as their initial origin state has reciprocal statutes authorizing the move. A full list of the conditions to meet and the procedures to follow 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 New Hampshire Allow Corporations to Domesticate or Move to Florida?

Yes, according to Section 293-A:9.20 of the New Hampshire Revised Statutes.

(b) A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this subdivision. The laws of the foreign jurisdiction shall govern the effect of domesticating in that jurisdiction. 

N.H. Rev. Stat. Ann. § 293-A:9.20 

Our firm prides itself on its client-centered focus. We take the time to learn everything we can about your corporation and your plans for its future when domesticating your business. This way, you don’t have to worry about dissolution or other headaches along the way. Call us at (727) 279-5037 or visit our consultation page today.

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

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