Can You Domesticate a Mississippi Corporation to Florida?

Can You Domesticate a Mississippi Corporation to Florida?

Domesticating or Relocating a Mississippi C or S Corporation to Florida

Corporations from across America are flocking to Florida to take advantage of the numerous benefits that our state has to offer. If you’re looking to add your Mississippi corporation to that list, then you should take a moment to learn about domestication.  Domestication is a statutory process that changes a business’s formation state. LLCs interested in relocating have an analogous process known as statutory conversion.

What Happens to My Mississippi Corporation During Domestication?

Domesticating your corporation is a great way to relocate to Florida while maintaining your business’s continuity. Domesticated corporations are the same entity that existed in their previous state, and get to keep their original FEIN, incorporation date, and ownership structure. They’ll retain the same property, real estate, and contractual rights as well. That said, your corporation might need a new name if the one it already has is in use by a Florida entity. 

What are the Effects of Domesticating My Mississippi Corporation to Florida? 

We like to recommend domestication to corporate clients looking to relocate to Florida because it does away with the need to dissolve your initial company and restart from scratch in a new jurisdiction. Shareholder rights and the value of the corporation’s shares, eligible interests, and securities, are protected by the Terms of Domestication, your Florida incorporation documents, and the FBCA. The same goes for liabilities, obligations, lawsuits, and other proceedings against the Mississippi corporation, which will follow it Florida through the domestication process as well. 

Does My Mississippi Corporation Dissolve When It Domesticates to Florida?

No, your Mississippi corporation doesn’t dissolve when it domesticates to Florida. It will, however, lose the ability to legally conduct business back in Mississippi once the process is complete. If you want your domesticated Florida corporation to be able to do business outside of the Sunshine State, then you first need to file a Foreign Qualification in those particular locations. 

How Long Does It Take to Relocate My Mississippi Corporation?

Most domestications for corporations without real estate can be accomplished within four to twelve weeks. An attorney can give you a more exact estimate after reviewing your corporation and its assets.

How Do I Domesticate My Mississippi Corporation?

Domesticating your Mississippi corporation to Florida starts with a Plan of Domestication, which you should consider having your attorney draft on your behalf. While requirements vary, at a minimum it should include the authorizing statutes under both Mississippi and Florida law, tax consequences that might result from the move, the transfer of rights and obligations, an overview of the company’s ownership, and any prescribed supplementary documents. Once the Plan has been approved of by the corporation’s directors and shareholders, you can then make the final filings with each state. 

Be careful and strictly follow the instructions in both the Florida and Washington corporate domestication statutes. Failure to do so could cause major problems for your business, including potential dissolution.

Should I Use FL Patel Law PLLC to Domesticate My Mississippi Corporation?

We sure think so! We have a refined and proven process for domesticating corporations – including Arkansas corporations – to Florida. This means that you can let us handle the paperwork for you without worrying about interruptions or other problems cropping up. We serve clients from across the country and in every industry, from consultants to e-commerce businesses, start-ups, and more.

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 Mississippi Corporations?

Florida permits corporations formed outside of its borders to domesticate if the other state has its own statutes allowing it to occur. It’s the strategy we recommend to our clients because it helps preserve the business’s continuity. A full list of the conditions 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 Mississippi Allow Corporations to Domesticate to Florida?

Yes, Mississippi corporations can domesticate to qualifying states under Mo. Ann. Stat. § 347.127.

1. A domestic limited liability company may merge or consolidate with or into one or more limited liability companies formed under the laws of this state or any other jurisdiction, and such domestic limited liability company or foreign limited liability company by agreement between the parties to the merger or consolidation, shall provide for the surviving entity, as provided in sections 347.127 to 347.135. 

Mo. Ann. Stat. § 347.127

Is your corporation ready to make the move to the free and beautiful state of Florida? Don’t risk breaking your business’s stride because of easily avoidable mistakes. Get assistance from an experienced business domestication attorney by calling (727) 279-5037 or scheduling online today.

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