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

Relocating, Domiciling, Transferring, or Converting a Mississippi LLC to a Florida LLC

Updated: September 11, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Mississippi Limited Liability Companies (LLCs)

Table of Contents

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

The advantages of moving a Mississippi LLC to Florida aren’t just limited to our lack of a state income tax for individuals or businesses. To make things even better, relocating a company to Florida from out of state doesn’t have to mean giving up on all the hard work that’s been invested into the original entity, either. This is all possible thanks to a legal process called statutory conversion.

A transition of this size can be an intimidating project to take on, but FL Patel Law PLLC is equipped with the skills and the experience to help safely guide your company from state to state. Our firm has successfully reorganized over 140 businesses into Florida entities, providing us with the necessary insight to prepare them for success in their new state.

This page will give you an overview of the refined process that our firm has developed to safely and seamlessly relocate companies to Florida from out of state while also preventing unnecessary costs, delays, and possible legal troubles. It also has some warnings about what can go wrong if you attempt a project like this without the added security of an attorney’s assistance.

Each state sets its own unique requirements for converting an LLC, and failing to stick to those requirements can result in everything from fines to the dissolution of your company. With us as your ally, you can move forward knowing that our legal team will be diligently working to prevent threats while also ensuring legal and tax compliance. Keep reading to find out more about the benefits of teaming up with FL Patel Law PLLC to convert a Mississippi LLC to a Florida LLC.

Statutory conversion can be used to convert a Mississippi LLC to a Florida LLC by legally changing its formation state while preserving the rest of the business’s entity.

This process is often referred to as “domestication,” “conversion,” or “transfer” when the entity is converting to a different state. These terms can often be used interchangeably.

Converting a Mississippi LLC to a Florida LLC means that the business can relocate without dissolving and reforming in a new state. This helps it maintain relationships, contracts, and licenses that it will need to operate after its move. The LLC will be able to keep doing business during this process, and its rights, assets, privileges, and liabilities will automatically be transferred over as well.

Although the Florida Revised Limited Liability Company Act will begin regulating your entity after its conversion, the Mississippi Limited Liability Company Act could continue to apply under certain circumstances. Some of these situations include having a foreign qualification or nexus (taxable connection) in Mississippi as a Florida entity. This is something to discuss with our attorney.

Section 79-37-501 of the Mississippi code authorizes the conversion of a Mississippi LLC to a Florida LLC. Mississippi C and S corporations can also become Florida entities using a similar process called domestication, which our firm can assist with as well.

Preserving your company’s continuity is one of the biggest benefits of statutory conversion. Your entity won’t be dissolved during this process, and despite what some incorrect sources online might claim, it isn’t a necessary part of converting a Mississippi LLC to a Florida LLC, either. It’s important to note, however, that it’s possible to accidentally dissolve an LLC during a conversion if you don’t have an attorney managing your company’s move.

The Internal Revenue Service (IRS) decides which entities can continue using the same EIN after converting on a case-by-case basis. However, they generally allow this when they consider the business to be the same entity both before and after its statutory conversion. This means that protecting your company’s continuity is vital if you want to keep its initial EIN. No other changes should be made to the business’s identity other than its domicile, either.

Despite the fact that all conversions will have their own different requirements depending on the business itself and the states involved, there are a core set of procedures that they all share. What follows is an outline of how we handle those procedures, not instructions on how to convert a Mississippi LLC to a Florida LLC. Schedule your initial consultation with us now if you’re looking for that level of reliable legal guidance.

First, we conduct our initial consultation with our client and review their business to confirm that statutory conversion is the best method for changing their entity from a Mississippi LLC to a Florida LLC. This also gives us the information that we need to build a personalized strategy for relocating the company safely from state to state.

The support enjoyed by our domestication and conversion clients includes:

• Drafting the Plan of Conversion and other required documents
• Ensuring compliance with the laws and other legal requirements in both states
• Filing the necessary documents with Mississippi and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Mississippi LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

Our legal team’s experience and efficiency allows us to convert a Mississippi LLC to a Florida LLC as fast as possible without sacrificing the security of the move. For most entities, this will come down to about two or three months, but more time might be necessary depending on the size of the LLC and its assets.

Much of this time will be spent waiting for the relevant agencies in Mississippi and Florida to process your paperwork. Each agency will need a minimum of several weeks for this, and they can sometimes be delayed themselves because of backlogs and staffing problems. This means that getting your filings right on the first attempt is essential. Otherwise, your company’s move could face significant setbacks.

Mississippi’s filing fee for converting an LLC to another state is $50.00 and Florida’s filing fee for converting a business into a Florida entity is $155.00. This means that your initial paperwork alone will cost at least $205.00, and you’ll have to pay more than that if you have to file again to correct any errors or omissions. Mistakes can also lead to additional expenses in the form of fines and more if you accidentally break your company’s continuity or throw it out of regulatory compliance.

Our clients receive flat fees for their LLC conversions based on the specific demands of their project. This allows them to minimize their company’s expenses and avoid unnecessary costs during its relocation. Schedule your initial consultation now to get a quote for converting your Mississippi LLC to a Florida LLC.

Safely changing a business from a Mississippi LLC to a Florida LLC requires great attention to detail and a significant understanding of how the laws work in each state. Moving forward without an attorney’s help doesn’t just mean more work for you – it can place both the LLC and its members in great danger, too.

Some of the risks that you and your company could be exposed to by attempting this transition on your own 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 conversion process. 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 converting a Mississippi LLC to a Florida LLC is that asset titles will automatically transfer over to the domesticated entity – that is, assuming the conversion process 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 issues that can arise due to a defective conversion from a Mississippi LLC to a Florida LLC.

With over 140 business conversions and domestications to our credit, our firm’s proven track record means that you can rest easier knowing that your interests are in safe hands when we’re the ones in charge of converting your Mississippi LLC to a Florida LLC.

An attorney’s assistance is the best way to make sure that your company makes it safely across state lines. Remember, making mistakes when converting a Mississippi LLC to a Florida LLC can result in everything from expensive fines to your company’s dissolution.

1. Unless your company still has a nexus in Mississippi after its conversion, there won’t be any need to file with the State of Mississippi ever again.

2. As a member of a Florida LLC, you can work with Florida professional accountants, attorneys, and other helpful service providers.

3. Unlike some other methods for relocating an LLC from one state to another, statutory conversion allows for an uninterrupted transition from Mississippi to Florida.

4. Florida formation documents will replace your Mississippi LLC’s original formation documents without delay, which enables the converted LLC to continue benefiting from the same powers, rights, benefits, exemptions, privileges, and principles that it enjoyed in its previous state.

5. Everyone’s membership interest in the LLC will stay the same when converting a Mississippi LLC to a Florida LLC. This process also automatically transfers the Mississippi LLC’s property rights over to the resulting Florida LLC, along with any liabilities or lawsuits. Any pending legal procedures or actions can be substituted with the name of the Florida LLC.

6. The LLC’s members aren’t required to live in Florida.

7. As a Florida entity, your LLC won’t need to continue having a nexus in Mississippi after its conversion. This could reduce your company’s expenses tax expenses at the state level. Talk to your tax professional about this, as the exact changes will be different for each business.

8. Converting a Mississippi LLC to a Florida LLC won’t require obtaining a new EIN. The business is the same entity both before and after it undergoes this process. If everything is done right, then only its formation state will be changed.

9. Statutory conversion also lets the business continue using the same bank accounts, taxpayer ID, operations, and contracts after its transition from a Mississippi LLC to a Florida LLC. Careful planning and legal consultation should be undertaken before engaging in domestication or conversion, however, to ensure the safety of both the business and its owners.

Preparing for the tax implications of converting a Mississippi LLC to a Florida LLC can be challenging, as the specific changes will be different from business to business. Because our legal team can only offer general information on taxes, you’ll need to enlist your tax professional’s help with navigating these matters. Some possible things to bring up during your meeting with them could include:

• State Income Tax: Florida is well known for not having a state income tax on individuals or businesses, which is one of the ways that a company can potentially lower its tax burdens by converting from a Mississippi LLC to a Florida LLC.

• Franchise Tax: Another tax that the State of Mississippi issues but not the State of Florida is franchise tax. The LLC will need to close its account with the Mississippi Department of Revenue and file final returns if required.

• Nexus: If your converted entity still has a nexus in Mississippi, then Mississippi tax laws will continue to apply even after its transition into a Florida LLC. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a given state.

Converting a Mississippi LLC to a Florida LLC through our firm ends with a consultation hosted by Attorney Patel. This meeting allows him to address any remaining questions that the client has about their company’s relocation. We also provide them with a useful checklist with instructions to help guide them through their new responsibilities as Florida business owners.

Thanks to his experience as both a corporate lawyer and an entrepreneur, Attorney Patel’s deep insight into business and legal matters is yet another unique advantage of working with our firm to convert a Mississippi LLC into a Florida LLC. We also offer many other services in addition to LLC conversions that can be incredibly helpful, if not necessary, to operating a company in Florida.

Attempting a project as complex as statutory conversion without an attorney’s help with navigating the different laws and requirements in each state can be a recipe for disaster. By trusting your company’s conversion to our attorney, you’ll have more time and energy to focus on running your business while we tackle the legal complexities of its relocation. Schedule with us today to get started with converting your Mississippi LLC to a Florida LLC.

Ready to embrace your business’s next chapter by converting your Mississippi LLC to a Florida LLC? Don’t risk your business’s continuity – enlist the help of an experienced business conversion attorney by calling (727) 279-5037 or by scheduling a time through our online calendar.

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