Can You Relocate or Convert an Illinois LLC to a Florida LLC?

Can You Relocate or Convert an Illinois LLC to a Florida LLC?

Relocating or Converting an Illinois LLC to a Florida LLC

Although Illinois has a lot to offer, from Chicago to its beautiful hillsides, everyone needs a change now and then. Sometimes that change means finding a new home for you and your business, and where better to settle than Florida with its world-famous beaches? When our clients come to us looking to relocate their businesses to Florida, we recommend that they use a process known as “statutory conversion” whenever the option is available. For this to be possible, both Illinois and Florida must have laws on their books permitting this type of conversion. A full version of the conditions for the state of Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act.

What Happens in a Conversion?

A statutory conversion transforms your Illinois LLC into a Florida LLC. Once the conversion is complete, your business will be treated as if it was incorporated in Florida from the start. Everything else – including its EIN, property deeds, management structure – remains unchanged. There is one exception to this – your LLC’s name. If the name used by your LLC in Illinois has already been taken by a business in Florida, then you’re going to have to think of a new name for the converted entity. For that reason, we advise performing a quick name search on Florida’s Division of Corporation’s website.

Does Illinois Allow LLCs to Convert to Florida LLCs?

Illinois allows domestically formed LLCs to convert into Florida LLCs pursuant to 805 ILCS 415/201 of the Illinois Compiled Statutes.

805 ILCS 415/201 Conversion Authorized

(a) By complying with this Article, a domestic entity may become:

(1) a domestic entity of a different type; or

(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.

How Do I Convert my Illinois LLC to a Florida LLC?

The first step of the statutory conversion process is to draft a plan of conversion detailing how the LLC will be moved to Florida. This plan will then be submitted to the Members. Once they’ve approved of the plan, it’s time to draft and file the necessary paperwork with the appropriate agencies for both Florida and Illinois. Follow the conversion sections of both state statutes to the letter – mistakes during the conversion process could cause disruptions in doing business, or worse.

What Are the Effects of Transferring my LLC from Illinois to Florida?

Perhaps the biggest benefit of a statutory conversion is that it transfers your Illinois LLC to Florida without interrupting its continuity. It’s the same business entity that it was before converting, just with a brand-new jurisdiction. The Articles of Organization filed in Illinois will be canceled out and replaced by those filed in Florida without delay. All the owners retain the same Membership interest, and any real estate or other property rights held by the Illinois LLC will remain vested in the Florida LLC.

However, it’s important to know that any liabilities against your Illinois LLC will follow your business to Florida, too. Similarly, if it’s facing any lawsuits, those can either continue uninterrupted, or the Florida LLC’s name can be substituted in instead.

Should I Work With a Lawyer to Convert my LLC?

 Mistakes during the conversion process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. 

Absolutely! Our firm has experience helping businesses from across the country convert into Florida LLCs. We have worked with all industries, including consultants, service businesses, e-commerce businesses, and start-ups in relocating to the state of Florida.

Ready to make the move from the Windy City to Florida’s tropical paradise? Don’t risk breaking your business’s stride — get assistance from an experienced business conversion attorney by calling (727) 279-5037, or if you are ready to convert, check out our flat fee service page.

About Us

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

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