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

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

How to Convert a Massachusetts LLC to a Florida LLC

It’s not surprising that Massachusetts LLC Owners are among the ever-growing crowd of entrepreneurs flocking to Florida in order to benefit from our state’s uniquely pro-business environment. If that sounds like you, then you should take a few minutes to learn about statutory conversions, which allow qualifying LLCs to convert their initial formation state from one location to another. An analogous option exists for corporations, known as domestication. A full version of Florida’s conditions can be found in Chapter 605 of the Florida Revised Limited Liability Company Act

What Happens During a Conversion?

It’s possible that your Massachusetts LLC may be able to become a Florida LLC by way of statutory conversion. It’s one of the better options available to business owners looking to relocate to the Sunshine State because it lets you make the move without forcing you to dissolve your business and start over. Almost everything about your business will stay the same. Your Florida LLC will still have the same FEIN, property rights, tax status, and management structure that it had when it was a Massachusetts LLC. You might, however, need a new name for the LLC if the original one is in use by a Florida entity. This is why we recommend performing a simple name search first.

Does Massachusetts Allow LLCs to Convert Out of State?

No. For more, see Mass. Gen. Laws Ann. ch. 156C, § 59.

(a) As used in sections 59 to 63, inclusive, the words “other business entity” shall mean a corporation to which section 17.01 of Part 17 of chapter 156D applies, a professional corporation and a foreign professional corporation each as defined in section 2 of chapter 156A, a foreign corporation, an association or a trust, as defined in section 1 of chapter 182, a partnership whether general or limited and whether domestic or foreign, as defined, respectively, in section 6 of chapter 108A and section 1 of chapter 109, and a foreign limited liability company as defined in this chapter. 

(b) Pursuant to an agreement of consolidation or merger, a domestic limited liability company may consolidate or merge with or into one or more domestic limited liability companies or other business entities formed or organized under the law of the commonwealth or any other state of the United States or any foreign country or other foreign jurisdiction, with such domestic limited liability company or other business entity as the agreement shall provide being the resulting or surviving domestic limited liability company or other business entity. 

Mass. Gen. Laws Ann. ch. 156C, § 59

How Do I Convert My Massachusetts LLC to a Florida LLC?

When you’re ready to convert your Massachusetts LLC to a Florida LLC, the first thing that you’ll need to do is draft (or have your lawyer draft) a Plan of Conversion. This Plan is a document that outlines how the conversion will take place, and it needs to be authorized by the LLC’s Members before moving forward. Then, you can make the necessary filings with state agencies in both Florida and Massachusetts. It’s important to be careful when filing, however, as mistakes could cause the liquidation of your business. 

What Happens When I Transfer My LLC to Florida?

Conversions are our firm’s preferred method for bringing LLCs from out-of-state to Florida because it preserves the business’s continuity and gives you the freedom to keep operations running while you wait for your filings to go through. The converted LLC is the same entity that existed in Massachusetts, complete with the same property rights and ownership structure. Any lawsuits, liabilities, or other proceedings will also follow the business to Florida. 

Should I Work With FL Patel Law PLLC 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.

Yes! We can help you with converting your LLC to the state of Florida. We have worked with many businesses including consultants, service businesses, e-commerce businesses, and start-ups to help them relocate their headquarters to the state of Florida.

Ready to embrace the good life in beautiful Florida? Don’t risk your business’s continuity – enlist the help of an experienced business domestication attorney by calling(727) 279-5037, or if your business is ready to move, check out our service page.

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

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