Can You Domesticate a North Dakota Corporation?

Can You Domesticate a North Dakota Corporation?

Domesticating or Relocating a North Dakota C or S Corporation to Florida 

Developments in recent years have made Florida into one of the most popular destinations, not just for tourists, but for business owners who want to relocate so that they might enjoy our state’s natural beauty and pro-business government. There are many options available to businesses, consultants, and other entrepreneurs interested in moving their businesses to Florida, too. 

When we get calls from prospective corporate clients, we like to recommend a process known as domestication. Domestication, much like converting an LLC, changes an eligible corporation’s formation or origin state. In other words, it might be the best choice available to you if you’re looking to move your North Dakota corporation to Florida.

What Happens When My North Dakota Corporation Domesticates to Florida?

The principal benefit of domestication is that it lets you change your corporation’s formation state without threatening or interrupting the business’s continuity. In fact, the domesticated corporation is still legally the same business that you had in North Dakota. Post domestication, it will be treated as if it had been incorporated in Florida from the start. 

Because it’s the same business, domesticating your corporation to Florida allows it to keep its original EIN, incorporation date, ownership structure, and maintains its real estate, contractual, and property rights. However, your corporation might need a new name if the one it used in North Dakota is already taken by a Florida entity. To find out, you can search for the name’s availability using the Florida Division of Corporations website. 

What are the Effects of Domesticating my North Dakota Corporation to Florida? 

Domesticating your North Dakota corporation to Florida will change its formation state while preserving almost every other aspect of the business. Ownership and shareholder rights are protected by the Terms of the Conversion, the Florida Articles of Incorporation,and the FBCA. The value of the company’s stock, eligible interests, and securities also remain the same. Debts, obligations, liabilities, and any other proceedings against the North Dakota corporation will transfer over to the domesticated business as well.

Does My North Dakota Corporation Dissolve When Domesticating to Florida?

No. In fact, one of the main advantages to domestication is that it doesn’t involve the dissolution of your business. This means that you can keep doing business while you wait for your paperwork to go through, and that its continuity will be protected during that process. Once the corporation has domesticated, however, it will be unable to do business back in North Carolina — or any other state outside of Florida, for that matter — without filing a foreign qualification with that particular jurisdiction. 

How Long Will It Take To Move My North Dakota Corporation? 

Although the exact answer to this question depends on your company and its assets, our firm sees most corporate domestications that don’t involve significant real estate completed within four to twelve weeks. 

How  Do I Domesticate My North Dakota Corporation?

To get started with domestication, the first thing most corporations need is a Plan of Domestication. A Plan of Domestication is a comprehensive document containing information pertinent to the move and required under both Florida and North Dakota law. At a minimum, it needs to include the transfer of rights and obligations, the authorizing statutes from each state, an overview of the company’s ownership structure, and any expected tax consequences. State statutes might require supplemental documentation to be included as well.

Once the Plan of Domestication has been drafted, it then needs to be signed off on by the North Dakota corporation’s directors and shareholders. Once their approval has been obtained, you can then make your final filings with agencies in both states.

Be careful and strictly follow the instructions in both the Florida and Alaska 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 North Dakota Corporation? 

Yes! Our experience relocating businesses to Florida means that we have a refined process on hand that helps ensure that your North Dakota corporation can domesticate without any issues or major headaches. We educate our clients and keep them updated every step of the way. We can even provide additional legal support and guidance in operating your corporation in Florida as well. Our clients come from every industry across the country, 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 North Dakota Corporations?

Florida allows corporations formed in other states to domesticate if the other state has its own laws authorizing the move. We like to suggest domestication to our clients because it helps ensure their corporation’s continuity. 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 North Dakota Allow Corporations to Domesticate?

Yes, North Dakota Corporations can domesticate into Florida Corporations according to Section 55-11A-10 of the North Dakota Business Corporation Act. 

A domestic corporation may convert to a different business entity if: 

(1) The conversion is permitted by the laws of the state or country governing the organization and internal affairs of such other business entity; and 

(2) The converting domestic corporation complies with the requirements of this Part and, to the extent applicable, the laws referred to in subdivision (1) of this section. 


N.C. Gen. Stat. Ann. § 55-11A-10

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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