9 Advantages of Converting or Merging a New York LLC into a Florida LLC

Relocating, Domiciling, Transferring, Converting, or Merging a New York LLC into a Florida LLC

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• New York Limited Liability Companies (LLCs)

Table of Contents

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

More than ever, business owners are fleeing high-tax states like New York for Florida in the hopes of saving money. In addition to many other pro-business policies, Florida has no state income tax or corporate income tax, which eases the burden felt by entrepreneurs. New York LLC owners looking to relocate to Florida can do so by conducting a reincorporation merger.

Many challenges, obstacles, and outright threats to your business can be encountered when merging a New York LLC into a Florida LLC. Thankfully, FL Patel Law PLLC’s guidance and experience can profoundly simplify your move by ensuring that it’s properly executed in an efficient and diligent manner. 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.

This article will cover some of the countless ways that clients benefit from our firm’s assistance with their mergers and other domestication projects. We’ll also review some of the dangers of a merger gone wrong, and what our attorney does to keep those problems from occurring to begin with.

Every state has different qualifications and procedures for merging two companies together. Any mistakes made when trying to follow the prescribed steps could threaten your business’s future and expose you to personal liability. Read on to find out more about the risks of merging a New York LLC into a Florida LLC without an attorney’s guidance.

When statutory conversion isn’t a possibility for our clients, we like to suggest that they relocate to the Sunshine State by going through a reincorporation merger. By creating a Florida LLC and merging the New York LLC into that new entity, the business can change its formation state without interruption.

Merging a New York LLC into a Florida LLC allows business owners to skip the hassle of creating a new entity while preserving their original company’s corporate identity and other important details.

Another great thing about relocating your business to Florida through a merger is that it’s useful for maintaining essential relationships, licenses, and contracts. It will even have the same rights, assets, privileges, and liabilities that it had back in New York, too.

After merging your New York LLC into a Florida LLC, your company will be governed by the Florida Revised Limited Liability Company Act. However, it might still need to abide by the New York Limited Liability Company Law if it still has a taxable connection or a foreign qualification in New York. This is something that you should bring up when meeting with our corporate attorney.

Yes, a business can relocate by merging from a New York LLC to a Florida LLC in compliance with Section 1001 of the New York Limited Liability Company Law. Corporations from New York also have a similar option available to them.

No, your business won’t dissolve when merging a New York LLC into a Florida LLC. Rather, it’s “wrapped up” into the Florida business. Dissolution is not a part of using a merger, conversion, or domestication to relocate a business from another state. It should only be done when it’s time to close a business down permanently.

The answer to this question will depend on the unique circumstances of your merger. However, if your business doesn’t make any other changes and doesn’t experience any interruptions to its continuity during the move, then the Internal Revenue Service (IRS) will likely allow you to keep using your original EIN. Because of the care that must be taken to ensure this, enlisting a law firm’s help is strongly advised.

A successful merger requires executing a precise series of steps that vary from state to state and from business to business. Below is a general outline of how we help our clients domesticate their New York LLCs to Florida. Keep in mind this is general advice and not for your specific situation. Please schedule a consultation with our attorney for guidance tailored to your goals and needs.

The first step that we take when hired to convert a New York LLC into a Florida LLC is to review the client’s business. This confirms that the business is eligible for a merger and gives us what we need in order to draft a customized plan for moving operations to Florida.

We provide comprehensive support throughout the merger that 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 New York and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect the merger
• A comprehensive consultation to address final concerns and questions

You can expect merging your New York LLC into a Florida LLC to take about two or three months when working with our legal team. This is the fastest available timeline for relocating a business with this methodology. We’ve helped reorganize over 140 companies into Florida entities, and that experience means that we know how to make your move as expedient as possible while still protecting your business.

State agencies in both New York and Florida will each need several weeks to process your merger paperwork. That means that correcting any mistakes that you made when filing can delay your business’s move, which is why it’s so important to get these documents right the first time. Having our attorney oversee your merger project serves to prevent these kinds of mistakes and delays from occurring in the first place. 

The first expense necessary to merge a New York LLC into a Florida LLC will be $125.00 for your Florida Articles of Organization filing fee. Next, you’ll need to pay to have the merger paperwork itself processed. New York’s filing fee for this is $60.00 which, when combined with Florida’s $125.00 business formation fee and its $25.00 merger fee, comes to a total of $210.00. This is just to process your paperwork, too, and doesn’t account for the costs of any mistakes that you could make.

Our LLC relocation projects are offered on a flat-fee basis as determined by the unique needs of the client’s project and business. Schedule an initial consultation with our attorney now to get a quote for your merger. Let us focus on the technicalities so that you can focus on your business.

Attempting to merge a New York LLC into a Florida LLC without a deep knowledge of state law in both jurisdictions is an invitation to disaster. Teaming up with a law firm like ours for your move is simply the best way to secure your interests during such a major transition.

Some of the general risks of attempting a merger on your own without the proper legal guidance 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 merger. 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 merging a New York LLC into a Florida LLC is that asset titles will automatically transfer over to the resulting entity – that is, assuming the merger 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.

These are just some of the problems that you can encounter when merging a business without our law firm’s oversight and expertise.

Our firm has helped relocate over 140 businesses to Florida, and that undeniable track record means that your company is in safe hands when you hire us to merge your New York LLC into a Florida LLC.

Trusting your merger to our firm is the best way to ensure a smooth and painless transition from a New York LLC into a Florida LLC. Don’t risk all the work that you’ve invested into your company so far by attempting a project of this scale on your own.

1. Your company won’t need to file documents with the State of New York ever again if it no longer does business or otherwise has an economic nexus in that jurisdiction.

2. After merging your New York LLC into a Florida LLC, you can collaborate with Florida professional accountants, attorneys, or service providers that know and live Florida LLC and business law.

3. Merging your New York LLC into a Florida LLC means that your transition to Florida won’t interrupt the business’s continuity or otherwise disrupt its operations.

4. As a part of our project, our legal team will draft Florida Articles of Organization that will seamlessly replace your initial New York LLC formation documents.

5. All members can keep the same membership interest that they enjoyed back in New York. Real estate and other property rights will also transfer to the merged entity. However, make note that any liabilities of the LLC will remain unaffected by the merger, as will any pending lawsuits. Any pending legal procedures or actions will be substituted with the name of the Florida LLC.

6. You don’t need to live in Florida after merging your New York LLC into a Florida LLC.

7. Your business might no longer have a taxable connection (also known as a nexus or economic nexus) to New York after it merges into a Florida LLC.

8. Merging your New York LLC into a Florida LLC lets you keep using the same EIN. The LLC continues to exist and report taxes as it always has. All that changes is your LLC’s formation state.

9. The merged entity can keep the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it had in New York, too. However, careful planning should be undertaken to ensure that this is the case.

You should prepare as soon as possible for the potential tax implications of merging your New York LLC into a Florida LLC. Although our legal team can provide some limited, generalized guidance, the specific implications vary from business to business, so be sure to discuss this project with your tax professional before moving. Some of the items that you might want to bring up when meeting with them include:

• State Income Tax: A big part of Florida’s popularity among business owners from places like New York is the fact that we don’t have a state income tax. Of course, this won’t affect federal reporting requirements, but this is just one of the ways that you could save money by merging your New York LLC into a Florida LLC.

• Franchise Tax: Franchise tax is yet another expense that some business owners are able to escape by relocating their operations to Florida. The company will need to close any account with the New York State Department of Taxation and Finance and file final returns if necessary.

• Nexus: If your company still has a nexus in New York after merging into a Florida LLC, then it will have to continue following that state’s tax laws, too. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a given state.

In addition to preventing disastrous mistakes, the benefits of hiring a law firm to merge your New York LLC into a Florida LLC should not be overlooked in the hopes of saving a few dollars on attorney fees. The right legal guidance is essential to your company’s future success. Remember that, as a corporate law firm, we offer a suite of services to support our clients that could prove useful, if not necessary, to running a business in Florida.

After relocating, our corporate attorney meets with our domestication and merger clients to answer any final questions or concerns that remain. They also receive a post-merger checklist that helps familiarize them with their new responsibilities as Florida business owners.

The potential dangers involved in merging your own New York LLC into a Florida LLC should be averted at all costs. By trusting your conversion 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.

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

Image by Will Mu from Pexels.