Can You Relocate or Convert a Kansas LLC to a Florida LLC?

Relocating, Domiciling, Transferring, or Converting a Kansas LLC to a Florida LLC

Updated: October 6, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile a Kansas Limited Liability Company (LLC) to Florida;
• Maintain the same EIN and identity of the LLC; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• Kansas Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Kansas Allow LLCs to Move Out of State?
• Is My Kansas Entity Dissolved?
• Do I Need To Get a New EIN if I Domesticate My Company to Florida?
• How Does FL Patel Law PLLC Convert My Kansas LLC to a Florida LLC?
• How Long Does It Take To Complete a Domestication or Conversion to the State of Florida?
• What Are the Costs Involved in Domesticating My Kansas LLC to the State of Florida?
• What Are Some of the Risks Associated With a Conversion Gone Wrong?
• Increase Your Chances of a Successful Conversion
• What Are the Benefits of Converting My Kansas LLC to a Florida LLC?
• What Are the Tax Implications of Converting My Kansas LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Kansas LLC to a Florida LLC?

Moving a Kansas LLC to Florida can provide many advantages and opportunities for both the business and its owners. For example, Florida has no state income tax in addition to many other pro-business policies. This type of relocation can be accomplished through a process known as statutory conversion. However, this process can also present many risks and challenges if undertaken without an attorney’s advice, oversight, and guidance.

Taking on a project as complex as trying to convert a Kansas LLC to a Florida LLC can be a major challenge for those without experience managing this type of move. However, FL Patel Law PLLC’s guidance can make all the difference when it comes to protecting you and your business during its relocation to Florida. Our firm has successfully reorganized over 140 businesses into Florida entities, providing us with the necessary insight to prepare them for success in their new state.

This article will review the basics of our firm’s process for converting a Kansas LLC to a Florida LLC, plus some of the ways that our process can save time and money while also preventing potential legal problems. It also has some important information about those potential legal problems, as well as how moving forward without an attorney’s assistance can make them more likely to occur.

Every conversion project has its own unique requirements based on the business itself and the states involved. Falling short of these requirements can lead to major consequences for your LLC, including its accidental liquidation. With us managing your LLC’s conversion into a Florida entity, however, you can move forward knowing that our legal team is working diligently to minimize delays and other complications while also ensuring that your company maintains legal and tax compliance.

Statutory conversion is a legal process that an LLC can use to change its formation state.

This process is often referred to as “domestication,” “conversion,” or “transfer” when the entity is converting to a different state. These terms can often be used interchangeably.

The business’s continuity won’t be interrupted when converting a Kansas LLC to a Florida LLC, and nothing about its identity will be changed besides its new domicile, either. Because of this, the converting entity is able to maintain important relationships, contracts, and licenses. Similarly, the Kansas LLC’s rights, assets, privileges, and liabilities will transfer over along with the entity during its conversion.

As a Florida LLC, your business will be regulated by the Florida Revised Limited Liability Company Act. However, the Kansas Revised LLC Act might continue to apply to your entity even after its conversion if it has a foreign qualification or nexus in Kansas after it becomes a Florida LLC. Be sure to talk to Attorney Patel about this during your initial consultation.

Section 17-78-401 of the Kansas Statutes Annotated authorizes the conversion of Kansas LLCs into entities from other qualifying states, such as Florida LLCs. Kansas corporations can also become Florida corporations by using a similar method called domestication.

Converting a Kansas LLC to a Florida LLC won’t dissolve the original business. Filing for dissolution isn’t a required part of the process, either, despite what some incorrect sources online might say. Dissolution should only factor into your LLC’s conversion if mistakes are made along the way due to a lack of legal guidance.

Ultimately, this decision will be made by the Internal Revenue Service (IRS) on a case-by-case basis depending on circumstances specific to your company’s conversion from a Kansas LLC to a Florida LLC. Generally speaking, to keep using the same EIN, the IRS must consider the company to be the same entity both before and after its conversion or domestication. This means that protecting its continuity and corporate identity need to be a priority if you want to keep using the same EIN.

Although all conversions share some steps in common, each project will have its own specific requirements to follow and concerns to address based on factors unique to that particular business. The help of a lawyer as experienced as ours is an essential part of successfully navigating these different peculiarities. What follows is a general overview of how we assist our clients during the conversion process, not instructions for converting a Kansas LLC to a Florida LLC. For that kind of guidance, schedule your initial consultation with us now.

The first part of converting a Kansas LLC to a Florida LLC with our firm involves conducting our initial consultation with the client and reviewing their business to ensure its eligibility. We use the information gathered at this point to develop a custom plan for relocating their entity that keeps everyone’s interests safe and secure throughout the move.

The help that we provide our clients when hired to help transition a company to Florida includes:

• Drafting the Plan of Conversion and other required documents
• Ensuring compliance with the laws and other legal requirements in both states
• Filing the necessary documents with Kansas and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Kansas LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

Because of our firm’s years of experience with managing conversions and domestications to Florida from other states, we have the knowledge and skills necessary to relocate a client’s LLC to Florida as quickly as possible. In most cases, this comes down to about two or three months. More time could be required to convert a Kansas LLC to a Florida LLC, however, depending on the size of the company and its assets.

Each state agency responsible for your LLC’s conversion documents will need at least several weeks to process all of the paperwork involved. These agencies sometimes face delays themselves, so getting your filings right on the first try is essential to keeping your business’s move on schedule. A lawyer’s help is the best way to ensure that this is the case.

The filing fee in Kansas to convert an LLC is $75.00 and the filing fee in Florida is $155.00, so it will cost you a total of $230.00 just to have each state process your paperwork. This total can grow much higher if mistakes are made with your filings, especially if those mistakes lead to fines, regulatory problems, liquidation, or other legal issues.

Our conversion and domestication clients receive flat fees based on the specific demands of that particular project. This is a part of what separates us from other law firms, who typically charge by the hour for this type of service due to the amount of work and due diligence involved. Schedule your initial consultation with us now to get a quote for converting a Kansas LLC to a Florida LLC.

Don’t underestimate just how much protection and security our attorney can provide for your LLC and its members during its transition from a Kansas LLC to a Florida LLC. Without the proper due diligence, research, and experience, converting your entity can end in disaster for all involved.

Working with us to convert your LLC into a Florida entity can help you avoid problems that include:

• Noncompliance with state laws
• Revocation of the LLC’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of business continuity
• Loss of limited liability protection
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – Depending on the LLC’s tax structure, its members could end up paying income taxes on appreciated assets if they make any errors during the conversion process. For instance, if an asset that was worth $100,000 at the company’s founding is now worth $1 million, and the company is mistakenly dissolved or liquidated, then the members could be taxed on the gained value.
• Title of Asset Issues – Another benefit of converting a Kansas LLC to a Florida LLC is that asset titles will automatically transfer over to the domesticated entity – that is, assuming the conversion process was handled correctly. This can make it difficult to prove ownership of those assets, which can cause major headaches when trying to sell a company, among other problems.

Keep in mind as you move forward that this is not a comprehensive list of all the things that can go wrong if you attempt to convert a Kansas LLC to a Florida LLC without a lawyer’s help.

With over 140 business conversions and domestications to our credit, our firm’s proven track record means that you can rest easier knowing that your interests are in safe hands when we’re the ones in charge of converting your Kansas LLC to a Florida LLC.

Trying to convert your own company into a new type of entity in a different state is a complicated project that can be made invariably easier and more secure with an attorney’s help. Otherwise, your company’s very future might be at risk.

1. After converting a Kansas LLC to a Florida LLC, your business won’t be required to file with the State of Kansas unless it still has a nexus there after its relocation is complete.

2. As a Florida LLC owner, you can team up with Florida professional accountants, attorneys, and other service providers after bringing your business to our state from Kansas.

3. Your company can keep doing business without interruptions while converting from a Kansas LLC to a Florida LLC.

4. Florida Articles of Organization will replace your Kansas LLC’s original formation documents without delay. This helps ensure that the Florida LLC can retain the same powers, rights, benefits, exemptions, privileges, and principles that it benefited from as a Kansas LLC.

5. Membership interest in the LLC won’t be changed by its conversion into a Florida business entity, and nothing will happen to property rights, such as real estate, either. However, make note that any liabilities of the LLC will remain unaffected by the Florida conversion, as will any pending lawsuits. Any pending legal procedures or actions can be substituted with the name of the Florida LLC.

6. The LLC’s members don’t need to live in Florida to convert a Kansas LLC to a Florida LLC.

7. Converting your business into a Florida entity means that there will be no need to have a taxable connection (nexus) in Kansas any longer. This could allow you to save money on taxes issued at the state level. Check with your tax professional for more guidance on taxes, the changes that come about from moving your company to Florida will be different for each business.

8. Converting a Kansas LLC to a Florida LLC won’t force you to obtain a new EIN. The converted business is still the same entity that existed in Kansas.

9. Another advantage of the conversion process is that it enables your business to keep using the same bank accounts, taxpayer ID, operations, and contracts as a Florida LLC that it did as a Kansas LLC. However, careful planning should be undertaken before engaging in domestication or conversion to ensure that this is the case.

There will likely be some changes to how your LLC is taxed after its transition into a Florida entity. However, the specific implications will vary from business to business, so you’ll need to enlist the help of your chosen tax professional in order to prepare for these changes, as our firm can only offer limited advice in these areas. Some common things that you might bring up during your consultation with them might include:

• State Income Tax: In addition to having an income tax at the state level, Kansas also allows for local income taxes as well. Florida, on the other hand, is very well known for not issuing income taxes against businesses or individuals. This is just one of the ways that business owners can save money by converting their businesses into Florida entities.

• Franchise Tax: Kansas hasn’t had a franchise tax since 2010, and Florida doesn’t have one, either. In other words, this is one tax that you don’t need to worry about becoming an added expense after converting a Kansas LLC to a Florida LLC.

• Nexus: A nexus is a business’s taxable connection to a specific state, and your LLC needs to follow the tax laws of any state where this nexus exists. Generally, this connection is created when a business has a physical presence, employees, or substantial activities in a given state.

At the end of the conversion or domestication project, Attorney Patel hosts a final consultation to address any questions that our clients might still have about their company’s move or owning a business in Florida. During this meeting, they are also given a post-conversion checklist to help them adapt to their new responsibilities as Florida LLC members.

Attorney Patel’s extensive knowledge of both business and legal matters can be a valuable resource for your LLC both during and after its relocation to Florida. Our law firm also offers numerous other services designed to support Florida business owners that could prove beneficial, if not essential, to your company’s success in our state.

Without an attorney’s help with moving your company from one state to another, you and your company can be exposed to problems ranging from fines to the dissolution of your LLC. Trusting your conversion to our highly experienced attorney means that you can have more time and energy to focus on running your business while we tackle the legal complexities of its relocation. Schedule with us now to get started.

Ready to embrace your business’s next chapter by converting your Kansas LLC to a Florida LLC? Don’t risk your business’s continuity – enlist the help of an experienced business conversion attorney by calling (727) 279-5037 or by scheduling a time through our online calendar.

Image by Madeleine Ragsdale from Unsplash.