Can You Domesticate a New Mexico Corporation to Florida?

Can You Domesticate a New Mexico Corporation to Florida?

Domesticating or Relocating a New Mexico C or S Corporation to Florida

When business owners, entrepreneurs, and consultants move from one state to another, they often want to know if they can bring their business with them. Thankfully, Florida has statutory processes in place that allows qualifying businesses to relocate to Florida without having to dissolve and start over from scratch. The process is known as domestication for corporations and conversion for LLCs. To learn more about how you can domesticate or relocate a New Mexico corporation, read on, or better yet, reach out to firm today.   

What Happens to My New Mexico Corporation During Domestication? 

The state that a business incorporates in is known as its origin or formation state. Domesticating your New Mexico corporation to Florida changes its formation state from New Mexico to Florida. After domesticating, the business will then be treated as if it had formed in Florida from the start. This lets it keep its original EIN, ownership structure, and all contractual and property rights. Even the business’s incorporation date will remain the same. Before moving forward, however, it’s important to check the availability of your corporation’s name. This is because your business will need a new name if the one it used in New Mexico is already taken by a Florida entity.

What Are the Effects of Corporate Domestication?

Domestication empowers qualifying corporations to relocate from one state to another without without undergoing any other major changes. There will be no interruptions, either, as your Florida Articles of Incorporation will replace your New Mexico formation documents immediately upon being processed by the State of Florida. Shareholder rights, such as the right to obtain more shares, are upheld by your corporation’s new Articles, along with the Terms of Domestication and the FBCA. This also applies to the value of the corporation’s stock, securities, and eligible interests. Debts, liabilities, lawsuits, and obligations facing the New Mexico corporation will similarly follow the business to Florida.

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

No. Rather than dissolving, domestication transforms your New Mexico corporation into a Florida corporation. However, it will lose the ability to do business back in New Mexico without filing a Foreign Qualification.

How Long Will It Take to Domesticate My New Mexico Corporation? 

If no real estate is involved, then your New Mexico corporation can domesticate to Florida within four to twelve weeks. If your corporation has real estate or other significant assets, then your lawyer will need to review your business before providing an estimation. 

How Do I Domesticate My New Mexico Corporation? 

The first document required for most corporate domestications is a Plan of Domestication. This Plan covers details pertinent to the move, such as the authorizing statutes, anticipated tax consequences, the transfer of rights and obligations, and the company’s ownership structure. Once drafted, the Plan then needs approval from the New Mexico corporation’s directors and shareholders before the final filings can be made with the appropriate agencies in each state. 

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

Yes! A trusted business lawyer is among the best allies that you can have during any major corporate transition or transaction. We have a refined and proven process 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 New Mexico Corporations?

Under Florida law, domestications from out of state can domesticate and become Florida corporations if that corporation’s origin state has its own 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 New Mexico Allow Corporations to Domesticate to Florida?

New Mexico corporations can domesticate to Florida or any other state with domestication authorization statutes in accordance with Section 53-14-7 of the New Mexico Statutes.

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

(1) each domestic corporation shall comply with the provisions of the Business Corporation Act with respect to the merger, consolidation or exchange, 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; and 

(2) if the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of the Business Corporation Act with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the commission [secretary of state]: 

(a) an agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation 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; 

(b) an irrevocable appointment of the secretary of state as its agent to accept service of process in any such proceeding; and 

(c) an agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of the Business Corporation Act with respect to the rights of dissenting shareholders. 

N.M. Stat. Ann. § 53-14-7

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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