Can You Convert, Domesticate, or Merge a Massachusetts Corporation into a Florida Corporation?

Relocating, Transferring, Converting, Domesticating, or Merging a Massachusetts Corporation into a Florida Corporation

Updated: August 8, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile a Massachusetts C or S corporation to Florida
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• Massachusetts C Corporations
• Massachusetts S Corporations

Table of Contents

• What is a Reincorporation Merger?
• Can Massachusetts C or S Corporations Move to Another State?
• Will This Dissolve My Massachusetts C or S Corporation?
• Do I Need to Get a New EIN After Relocating My C or S Corporation to Florida?
• How Does FL Patel Law PLLC Merge My Massachusetts Corporation into a Florida Corporation?
• How Long Will It Take for FL Patel Law PLLC to Relocate a Massachusetts C or S Corporation to Florida?
• How Much Does it Cost to Merge a Massachusetts Corporation into a Florida Corporation?
• What Are Some of the Dangers of Merging Corporations Without an Attorney’s Assistance?
• Make Your Corporation’s Move More Convenient and Secure with FL Patel Law PLLC
• What Are the Benefits of Moving a Massachusetts C or S Corporation to Florida?
• What Tax Implications Can I Expect from Merging a Massachusetts Corporation into a Florida Corporation?
• Should I Work With Attorney Patel to Merge My Massachusetts Corporation into a Florida Corporation?

Although Massachusetts no longer allows for statutory conversions or domestications from one state to another, many Massachusetts business owners there want to relocate their operations to Florida. There are many reasons for doing so, such as the fact that Florida has no state income tax in addition to many other pro-business policies. The good news is that this type of move is still possible thanks to a type of transaction known as a reincorporation merger.

There are many risks involved with a transition as complex as a reincorporation merger. FL Patel Law PLLC’s experience means that we’re well equipped to help your company safely relocate across state lines. Our firm has successfully reorganized over 140 businesses into Florida entities, which is why you can trust us to have the knowledge and expertise needed to manage your relocation.

We created this page to introduce our clients to the steps we take when relocating their company to Florida through a reincorporation merger, as well as how our process can save your corporation time and money while also ensuring its safety. It will also go over some of the risks associated with trying to merge a Massachusetts corporation into a Florida corporation without an attorney’s assistance, plus how our legal team can help you avoid other potential complications.

Every state has its own unique requirements for relocating a company from one state to another, and the consequences for your mistakes can range from fines to the liquidation of your business. Working with an attorney to move your company to Florida is vital to securing the future of your business.

Reincorporation mergers offer a way for corporations to relocate from one state to another when other methods like statutory conversion or domestication aren’t an option.

Much like domestications and conversions, going through a reincorporation merger allows your business to relocate without giving up its corporate identity. Merging a Massachusetts corporation into a Florida corporation won’t interrupt your company’s continuity, either, which helps preserve important relationships, licenses, and contracts.

Because the resulting Florida entity is still considered to be the same business that existed back in its original formation state, all of the Massachusetts entity’s rights, assets, privileges, and principles will automatically transfer to the Florida C or S corporation. This is also true in the case of any liabilities or lawsuits against the merging entity.

After merging your Massachusetts corporation into a Florida corporation, the Florida Business Corporation Act (FBCA) will become your business’s governing law. That said, it might still fall under the authority of the Massachusetts Business Corporation Act (MBCA) in some situations, such as if it has a nexus or foreign qualification in Massachusetts after its reincorporation merger. Remember to talk to our corporate attorney about this during your initial consultation.

Yes, a reincorporation merger can be used to relocate a Massachusetts C or S corporation to Florida. A similar option is available for Massachusetts LLCs.

No, your company won’t be dissolved during its reincorporation merger. Dissolution isn’t a necessary part of merging a Massachusetts corporation into a Florida corporation, either, so you can ignore any websites saying otherwise. However, because certain mistakes with your reincorporation merger could dissolve your Massachusetts corporation, working with an attorney is essential to protecting your business’s continuity.

In most cases, the Internal Revenue Service (IRS) allows companies to continue using their original EIN after relocating from one state to another as long as its continuity isn’t interrupted. Your C or S corporation’s formation state must also be the only thing about its corporate identity that changes when merging the Massachusetts corporation into a Florida corporation, as the IRS will require your business to effectively be the same entity that it was before in order to keep using the same EIN.

The exact requirements for undergoing a reincorporation merger will vary depending on the states involved and other factors unique to that particular business. What follows is a general overview of some of the things we do to help our clients when merging a Massachusetts corporation into a Florida corporation. It should not be treated as instructions for conducting a transition from state to state. Schedule an initial consultation with our corporate attorney now for advice tailored to the specific needs of your company’s relocation.

When we’re hired to merge a Massachusetts corporation into a Florida corporation, we first review the business to ensure that it qualifies for this type of transition. At this stage we also gather the information that our legal team needs to create our strategy for relocating the company from Massachusetts to Florida.

The support and conveniences provided to our corporate relocation clients includes:

• Drafting the Plan of Merger and other required documents
• Ensuring compliance with the laws and other legal requirements in both states
• Filing the necessary documents with Massachusetts and Florida state agencies
• Updating the C or S corporation’s bylaws and other corporate documents to reflect the merger of the Massachusetts corporation into a Florida corporation
• A consultation to address final concerns and questions

While this will depend on the size of your company and its assets, we can complete most of our corporate relocation projects in about two or three months. Our firm has helped reorganize over 140 companies into Florida entities, giving us the experience and insight needed to make your move as stress-free and streamlined as possible.

Working with a law firm like ours is the best way to keep your company’s relocation on schedule. Otherwise, issues that you encounter while trying to merge your Massachusetts corporation into a Florida corporation could lead to delays, which can hurt your business’s bottom line. The state agencies responsible for your documents also sometimes face delays of their own due to backlogs, short staffing, and other problems, so getting everything right on the first try is essential.

Massachusetts charges a $100.00 filing fee to process corporate merger documents and Florida charges $35.00. However, you’ll also need to incorporate a Florida entity for your Massachusetts entity to merge into, which is going to cost an additional $70.00 in filing fees. This comes to a total of $205.00 just to have your paperwork processed, and doesn’t account for additional expenses associated with the move. Those costs will only go higher if you make any mistakes when merging a Massachusetts corporation into a Florida corporation, too.

FL Patel Law PLLC’s clients receive flat fees for their corporate relocation projects based on the specific demands of the move itself. This helps keep costs low and makes it easier to stick to your company’s budget by preventing unexpected expenses and other problems. Schedule your consultation now to get a quote for merging your Massachusetts corporation into a Florida corporation.

Every state has its own unique requirements for relocating a business across state lines. This creates many opportunities for things to go wrong if you attempt a process as complex as a reincorporation merger without an attorney’s guidance.

If you attempt to relocate your business by merging your own Massachusetts corporation into a Florida corporation without an attorney’s help, you and your business could face consequences that include:

• Noncompliance with state laws
• Revocation of the Massachusetts C or S corporation’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of continuity
• Piercing the corporate veil
• Loss of liability protections
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – The gained value of your company’s appreciated assets could pass on to its shareholders if you make a mistake when moving it to Florida. In other words, if something that was valued at $500,000 when the business was incorporated is now valued at $5,000,000, then you and your fellow business owners could be responsible for that increase.
• Title of Asset Problems – Without us around to make sure that everything is done correctly, then your company’s asset titles might not automatically transfer over to your Florida entity. If that happens, it can be difficult or even impossible to prove that your C or S corporation owns those assets. In addition to other problems, this can be a major roadblock if you ever try to sell your business.

Despite its length, this is not a comprehensive list, so be sure to proceed with caution when merging a Massachusetts corporation into a Florida corporation.

Our firm has helped reorganize over 140 companies into Florida entities. A track record of this caliber means that we know how to bring your company to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Working with our firm to merge your Massachusetts corporation into a Florida corporation won’t just do away with the stress and hassle of handling the project yourself – it’s an essential part of ensuring that your company’s relocation is successful in the first place. Our expertise can make all the difference when it comes to preserving your company’s continuity and corporate identity during its transition to Florida.

1. Your C or S corporation won’t need to file with the State of Massachusetts ever again if its reincorporation merger removes its taxable connection in its original formation state.

2. As a Florida business owner, you’ll be able to network and collaborate with Florida professional accountants, attorneys, and other service providers.

3. Merging your Massachusetts corporation into a Florida corporation allows for a smooth transition from state to state free from delays or other problems.

4. Your company’s newly drafted Florida Articles of Incorporation will automatically replace the C or S corporation’s original incorporation documents, which helps ensure your company’s continuity.

5. The number of shares issued by your corporation and the value of those shares won’t be changed by your company’s relocation from Massachusetts to Florida. During this process, real estate and other property rights will automatically transfer to the Florida entity. This is also true for any liabilities or lawsuits faced by the corporation. The Florida corporation’s name may be substituted in place of the Massachusetts entity’s name for any pending legal procedures or actions.

6. Your C or S corporation’s directors and shareholders don’t need to live in Florida after its reincorporation merger.

7. Relocating your business to Florida could reduce the burden of state income taxes if your company’s nexus in Massachusetts is removed during the move. Check with your tax professional for more guidance on these matters, as the specifics will be unique to each business.

8. Using a reincorporation merger to move your Massachusetts corporation to Florida allows it to continue using the same EIN. The only thing that will change about the business’s corporate identity is its formation state.

9. Another convenience offered by this process is that your reincorporated entity can continue using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it had in Massachusetts, too. However, careful planning should be undertaken to ensure that this is the case.

Another key component to any successful reincorporation merger is preparing for the tax implications that the move will have for your company. Because our legal team can only give some limited guidance when it comes to tax matters, you’ll need to work with your tax professional to ensure compliance with the IRS and state agencies. Some things to discuss during your consultation with them might include:

• State Income Tax: Florida, unlike Massachusetts, has no state income tax, which could save some money for your company if it no longer has a nexus in its original state. Federal requirements will, of course, still apply to your C or S corporation after its relocation to Florida.

• Franchise Tax: Florida also has no franchise tax for corporations, either. Your C or S corporation will need to close any account with the Massachusetts Department of Revenue and file final returns if necessary.

• Nexus: Massachusetts tax laws could still apply to your company if it still has a nexus (taxable connection) in Massachusetts after its reincorporation merger. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a particular state.

After successfully merging the Massachusetts corporation into a Florida corporation, Attorney Patel holds a comprehensive consultation to address any remaining questions that our clients have about their project. They also receive a post-merger checklist that helps familiarize them with their new responsibilities as Florida business owners.

As a corporate law firm, we offer a suite of services that are highly beneficial, if not necessary, to running a business in Florida. This means that we are fully equipped to support your business both during and after its relocation. Attorney Patel’s experience as both an entrepreneur has given him a rare level of insight into transactions of this nature.

The potential dangers involved in merging your own Massachusetts corporation into a Florida corporation should be averted at all costs. By trusting your reincorporation merger to our Florida corporate law attorney, you’ll have more time and energy to focus on running your business while we tackle the legal complexities of its relocation, too. Schedule with us now to get started on your Massachusetts corporation’s reincorporation merger into a Florida corporation.

Ready to embrace your business’s next chapter in beautiful Florida? Hire our corporate law firm to secure a smooth transition when merging a Massachusetts corporation into a Florida corporation by calling (727) 279-5037 or by reserving a time using our online calendar.

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