Can You Domesticate a Louisiana Corporation in Florida?
Domesticating or Moving a Louisiana Corporation to Florida
Louisiana business owners, consultants, and other entrepreneurs who are interested in taking advantage of Florida’s pro-business culture might be able to do so utilizing a process called domestication. Domestication is a statutory process that allows a corporation to move to a new state by amending its initial formation state. LLCs, on the other hand, should look into statutory conversions. 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 Louisiana Corporation During Domestication?
Domestication allows a corporation to change its formation state without interrupting its continuity or forcing it to shut down and start over in its new state from scratch. Your corporation will still be the same business that you had in Louisiana, complete with the same EIN, incorporation date, and ownership structure. Property, contractual, and real estate rights will carry over to the domesticated Florida corporation as well. If your corporation’s name is already taken by an entity in Florida, however, then you’re going to find a new name. To check its availability, perform a search using the Florida Division of Corporation’s website first.
What are the Effects of Domestication?
We like to recommend domestication to clients interested in relocating their corporations to Florida because it protects the business’s integrity during the move. In other words, very little is going to change about your company, and it can keep doing business while it waits for the paperwork to go through. Shareholder rights will be preserved during domestication, as well as the right to acquire new shares and the value of those shares. This is also true for the value of any securities and eligible interests — and for any debts, liabilities, and obligations held by the company, too.
Does My Louisiana Corporation Dissolve When It Domesticates to Florida?
No. Domestication is an entirely different process, and as such allows your company to maintain its continuity. However, your corporation won’t be able to keep doing business in Louisiana after domesticating to Florida. If you want your Florida corporation to have a presence outside of the Sunshine State, then you first need to file a Foreign Qualification with each additional jurisdiction that you’d like to operate in.
How Long Does It Take to Domesticate My Business from Louisiana to Florida?
Most domestications for corporations without a lot of real estate are completed within 4 to 12 weeks. An attorney can give you a more accurate estimation after evaluating your business and its assets.
How Do I Domesticate My Louisiana C or S Corporation to Florida?
The first document that your Louisiana C or S corporation needs in order to domesticate to Florida is a Plan of Domestication. This Plan serves as an overview of the domestication process. It needs to contain information pertinent to the move, such as the authorizing statutes, the transfer of rights and obligations, anticipated tax consequences, and the company’s ownership structure. Make sure to include any supplementary documents called for by the relevant state statutes, too. After the Plan has been approved by the corporation’s shareholders and directors, you can file the remaining documents required by both Louisiana and Florida.
Should I Use FL Patel Law PLLC to Domesticate My Corporation?
Definitely! We’ve helped business owners from across the country move their corporations to Florida. Our experience helps prevent delays and other costly inconveniences. 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 Louisiana Corporations?
Florida allows corporations formed in other states, such as Louisiana, to domesticate into Florida corporations. However, the other state must have its own laws permitting the same. We like to suggest domestication to our corporate clients because it helps ensure their 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 Louisiana Allow Corporations to Domesticate or Move to Florida?
Yes, pursuant to La. Stat. Ann. § 12:1-920.
B. A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this Subpart.La. Stat. Ann. § 12:1-920
Our firm prides itself on its client-centered focus. We take the time to learn everything we can about your corporation and your plans for its future when domesticating your business. 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.
Image by Jamie Carroll from Canva.com.