Can You Domesticate a Hawaii Corporation to Florida?

Can You Domesticate a Hawaii Corporation to Florida?

Domesticating or Moving a Hawaii C or S Corporation to Florida 

If you’re the owner of a Hawaii corporation looking to relocate to Florida to revel in our state’s boldly pro-business culture and government, then you’re in luck. Our state offers a process for turning corporations formed outside of the Sunshine State into Florida corporations called domestication. It’s highly recommended that you hire a lawyer to help with your domestication, as it involves navigating laws across multiple states. 

What Happens to My Hawaii Corporation During Domestication? 

Domestication is great for relocating corporations because it ensures the business’s continuity during the move. It also does away with any need to dissolve the original business and reincorporate in a new state from scratch. It lets your corporation keep the same EIN, incorporation date, tax election, and ownership structure. If the name that your corporation used in Hawaii is already used by a Florida entity, however, then you’ll need a new one. To find out, you can perform a name availability search using the Florida Division of Corporation’s online database. 

What are the Effects of Domesticating My Hawaii Corporation to Florida?

Domestication will have a minimal impact on your corporation or its day-to-day operations. In fact, after domestication, it will still be the same entity it always was, only now it will be treated as if it had incorporated in Florida from the start. Nothing will happen to infringe on the rights of shareholders, such as the right to obtain new shares. There will be no alterations to the value of the corporation’s stock, securities, or eligible interests, either. All of this will be preserved under the Terms of Domestication, Florida Articles of Incorporation, and the FBCA. However, this also applies to any debts, liabilities, obligations, or other proceedings, which will follow the business to Florida through the domestication process.

Does My Hawaii Corporation Dissolve When It Domesticates to Florida? 

No, but it will lose the ability to legally transact business back in Hawaii — or any other state outside of Florida, for that matter — without first filing a Foreign Qualification.

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

If your Hawaii corporation doesn’t hold real estate, then it can expect to domesticate to Florida in between four and twelve weeks. Corporations with real estate or other high value assets can obtain a time frame once their attorney or attorneys have a chance to familiarize themselves with your business.

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

Drafting a Plan of Domestication is the first item on your list when it comes to domesticating your Hawaii corporation to Florida. This is a formal document containing information pertinent to domesticating your business. The exact details depend on your origin or formation state, but most need to cite the authorizing statutes, give a layout of the corporation’s ownership structure, list any expected tax consequences, provide for the transfer of rights and obligations, and include copies of any other necessary paperwork. Once the Plan has the approval of both the shareholders and the directors, then the final filings can be made with state agencies in both Hawaii and Florida.

Be careful and strictly follow the instructions in both the Florida and Hawaii 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?

Without a doubt! Years of experience in domesticating businesses from across the country and in multiple industries has resulted in our firm’s development of a streamlined process for relocating businesses to Florida. This means no worries about delays or inconveniences coming about over inexperience or procedural errors. When working with us, you’ll have access to a wealth of information and legal support relating to corporate governance in Florida. We work hard to keep our clients educated every step along 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 Hawaii Corporations?

Under Florida law, corporations formed in other states can domesticate into Florida corporations if that corporation’s formation or origin state has its own domestication statutes authorizing the move. The principal reason our firm has for championing domestications for corporations — and conversions for LLCS — so strongly is that the process ensures the business’s continuity during 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 Hawaii Allow Corporations to Domesticate to Florida? 

Yes, Hawaii corporations can become Florida corporations by domesticating in accordance with Section 414-271 of the Hawaii Revised Statutes.

(a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation or any other entity if: 

(1) The board of directors and shareholders of the domestic corporation approve a plan of conversion in the manner prescribed by section 414-313 and the conversion is treated as a merger to which the converting entity is a party and not the surviving entity; 

(2) The conversion is permitted by, and complies with the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with those laws; 

(3) At the time the conversion becomes effective, each shareholder of the domestic corporation, unless otherwise agreed to by that shareholder, owns an equity interest or other ownership interest in, and is a shareholder, partner, member, owner, or other security holder of, the converted entity; 

(4) The shareholders of the domestic corporation, as a result of the conversion, shall not become personally liable, without the shareholders’ consent, for the liabilities or obligations of the converted entity; and 

(5) The converted entity is incorporated, formed, or organized as part of or pursuant to the plan of conversion 

Haw. Rev. Stat. Ann. § 414-271

Our firm prides itself on its client-centered focus. We take the time to learn everything we can about your Hawaii corporation and your plans for its future when domesticating your business to Florida. 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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About Us

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

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