Can You Domesticate a Georgia Corporation in Florida?

Can You Domesticate a Georgia Corporation in Florida?

Domesticating or Moving a Georgia Corporation to Florida

Recent years have made Florida more attractive than ever to business owners nationwide. It’s not just our tropical climate — the Sunshine State imposes no income tax on business owners, and all branches of our government have solid pro-business records, just to name a couple of the things that make our state special. While there are multiple ways that a corporation can relocate to Florida, the method that our firm likes to recommend to our Clients is called domestication. Domestication is a statutory process for changing a corporation’s formation state while leaving the rest of the business intact. For more, contact our offices today. LLCs interested in relocation have a similar avenue available them, called conversion.

Does Georgia Allow Corporations to Domesticate to Florida? 

Georgia corporations can domesticate and become Florida corporations under Ga. Code Ann. § 14-3-1121.

(a) By complying with this Code section, a corporation may become a foreign corporation if the law of the foreign jurisdiction authorizes domestication, redomestication, reincorporation, conversion, or a similar statutory procedure to become a foreign corporation.

(b) To become a foreign corporation, a corporation shall convert to a foreign corporation, and to effect such conversion, the corporation shall adopt and file with the Secretary of State a certificate of conversion as required by subsection (n) of this Code section. 

What Happens to My Georgia Corporation During Domestication? 

Domestication is an ideal option for moving or relocating a corporation to Florida because it does away with the need to dissolve your original company and reincorporate in a new state. After domesticating, your corporation will still be the same business that existed in Georgia, just with a new formation state. This means that the business keeps the same EIN (Employer Identification Number), incorporation date, real estate, property rights, and contractual rights. The only real exception here comes to your corporation’s name, in which case you’ll need to think of an alternative if your original one is already taken by a Florida business. 

What are the Effects of Domesticating My Corporation? 

One of our firm’s favorite things about domestication is that it has a minimal impact on your business aside from changing it from a Georgia corporation into a Florida corporation. In fact, after domesticating, your business will treated as if it had originally incorporated in Florida at the business’s outset. This is advantageous because it preserves the shareholder’s rights, the value of their shares, and their rights to acquire new shares. Eligible interests and securities will be similarly unaffected. Be aware, however, that liabilities, lawsuits, and proceedings against, as well as obligations held by the Georgia corporation also continue on to the domesticated entity. 

Does My Georgia Corporation Dissolve When Domesticating to Florida? 

No, your Georgia corporation won’t be dissolved or liquidated unless a significant error is made during the domestication process. That said, it won’t be able to do business back in Georgia without filing for a Foreign Qualification. 

How Long Does It Take to Relocate My Business from Georgia to Florida?

Most corporations can expect to get through the domestication process in about 4 to 12 weeks, although businesses with real estate or other significant assets might take longer. Your attorney can provide a more exact estimate after becoming more familiar with your business. 

How Do I Domesticate My Georgia C or S Corporation to Florida? 

The first task required for the majority of domesticating corporations is to draft a Plan of Conversion. This document should include a description of how the domestication will take place, the statutes in both Georgia and Florida that authorize the domestication, who owns how much of the company, expected tax consequences, and the transfer of rights and obligations. Then, the plan needs approval from the corporation’s Board of Directors. After that approval has been obtained, you can then file the required paperwork with the governing agencies in both states. 

Be careful and strictly follow the instructions in both the Florida and Washington corporate domestication statutes. Failure to do so could cause major problems for your business, including potential dissolution.

Should I Use FL Patel Law to Domesticate My Georgia Corporation?

Without a doubt! Our firm has helped multiple business owners, consultants, and companies convert or domesticate to Florida. This experience means that we have a process on hand that helps ensure that your domestication occurs flawlessly. Our clients come from all across the United States and represent nearly every industry conceivable.

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 a Georgia Corporation?

Florida allows corporations from other states – such as Georgia – to domesticate so long as the other state also has statutes authorizing domestication. We like to suggest domestication to our clients because it helps ensure their corporation’s continuity. 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.

Is your Georgia corporation ready to jump the border for paradisaical Florida? Don’t risk breaking your business’s stride– get assistance from an experienced business domestication attorney by calling(727) 279-5037, or if you are ready to move, you can schedule a consultation online.

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

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