Can You Domesticate or Merge a Missouri Corporation into a Florida Corporation?
Relocating, Transferring, Converting, Domesticating, or Merging a Missouri Corporation into a Florida Corporation
Updated: August 31, 2023
Reading Time: 10 Minutes
- Domicile a Missouri C or S Corporation to Florida;
- Keep the same EIN and corporate identity; and
- Enjoy tax benefits provided to Florida residents.
- Missouri C Corporations
- Missouri S Corporations
Table of Contents
- What is a Reincorporation Merger?
- Can Missouri C or S Corporations Move to Another State?
- Will This Dissolve My Missouri 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 Missouri Corporation into a Florida Corporation?
- How Long Will It Take for FL Patel Law PLLC to Relocate a Missouri C or S Corporation to Florida?
- How Much Does it Cost to Merge a Missouri 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 Missouri C or S Corporation to Florida?
- What Tax Implications Can I Expect from Merging a Missouri Corporation into a Florida Corporation?
- Should I Work With Attorney Patel to Merge My Missouri Corporation into a Florida Corporation?
Despite the fact that Missouri doesn’t let C or S corporations use methods like conversion or domestication to relocate to other states like Florida, a Missouri entity could still be able to change its formation state by going through something known as a reincorporation merger. This can allow your company to start benefiting from the many advantages that our state offers business owners. For example, Florida has no state income tax for business owners or their entities, in addition to many other pro-business laws and policies.
Because of the complexities involved with moving a business across state lines, trying to merge a Missouri corporation into a Florida corporation can be dangerous without the right legal advice and guidance. FL Patel Law PLLC 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 Missouri C or S corporation’s relocation.
This article will show you more about both our process for relocating a C or S corporation from Missouri to Florida as well as how that process keeps our clients safe while also preventing unexpected costs and delays. It also has some important warnings for you about the dangers of trying to merge a Missouri corporation into a Florida corporation without a lawyer’s assistance.
The damage caused by a failed or improperly executed reincorporation merger isn’t just limited to the C or S corporation itself – its owners could be impacted as well. The risks here include everything from fines to the dissolution of your company and more. Hiring an attorney to help you through this process means that you don’t need to worry about making the kinds of errors that could harm your company, if not end it altogether.
What is a Reincorporation Merger?To top
A reincorporation merger allows a business to move to a new state by merging into an entity that was set up in that state beforehand. We like to recommend it as an alternative option when statutory conversion or corporate domestication isn’t possible for our clients.
Using this method enables a company to move without interrupting its continuity or otherwise changing or surrendering its original corporate identity. This is useful for maintaining important relationships, contracts, and licenses that your entity will need after it merges from a Missouri corporation into a Florida corporation.
If everything is done correctly, then the resulting entity will be considered to be the same business that existed prior to its merger. The Missouri corporation’s rights, assets, privileges, and principles will carry over to the merged Florida entity, as will any pending lawsuits or liabilities. The resulting entity’s name may replace the original entity’s name for the purposes of these legal proceedings.
Although the Florida Business Corporation Act (FBCA) will start regulating the company after its reincorporation merger is complete, there are some circumstances where the Missouri General and Business Corporation Law (MGBCL) will still affect the C or S corporation as well. Some of these conditions include having a foreign qualification or continuing to have a taxable connection (nexus) in Missouri. Be sure to bring this up with our attorney during your initial meeting together.
Can Missouri C or S Corporations Move to Another State?To top
Missouri corporations can become Florida corporations by going through a reincorporation merger under Section 351.458 of the Missouri Annotated Statutes. Limited liability companies (LLCs) from Missouri can use a similar process to become Florida entities as well.
Section 351.458 – Merger or consolidation with foreign corporation – procedure
One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:
(1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized;
(2) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to do business in this state, and regardless of whether or not it is to do business in this state it shall file with the secretary of state of this state:
(a) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation which is a party to the merger or consolidation the amount, if any, to which they shall be entitled under provisions of this chapter with respect to the rights of dissenting shareholders, and
(b) An agreement that it may be served with process in this state, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process, in any proceeding based upon any cause of action against any such domestic corporation arising in this state prior to the issuance of the certificate of merger or the certificate of consolidation by the secretary of state of this state, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation.
Will This Dissolve My Missouri C or S Corporation?To top
Merging a Missouri corporation into a Florida corporation using this method won’t dissolve your original entity. This means that your company’s continuity will be safe and sound during its move to Florida, assuming no mistakes are made during the process. The best way to ensure this is by working with a corporate law firm as experienced with these transitions as our own. Dissolution isn’t necessary to relocate your business to Florida, either, despite what some incorrect sources online might claim. Any instructions stating otherwise can be ignored.
Do I Need to Get a New EIN After Relocating My C or S Corporation to Florida?To top
Although decided on a case-by-case basis, a C or S corporation moving from one state to another will generally be allowed to continue using its original EIN as long as the Internal Revenue Service (IRS) considers it to be the same entity both before and after its relocation. In other words, maintaining continuity is essential if you want to keep the same EIN after merging a Missouri corporation into a Florida corporation. In addition to preventing any interruptions or pauses to your company’s ability to do business, this also requires making no changes to its corporate identity other than its new state of formation.
How Does FL Patel Law PLLC Merge My Missouri Corporation into a Florida Corporation?To top
Using our experience with relocating C and S corporations to Florida from other states, we’ve developed a process for making these transitions happen that emphasizes convenience and security. However, the necessary steps will vary from business to business. With that in mind, what follows is a general overview of our reincorporation merger process, not instructions for changing a Missouri corporation into a Florida corporation. Schedule your consultation with us now if you’re in search of that level of detailed and reliable legal guidance.
First, we hold an initial meeting with the client and review their business for the information that we will need for its reincorporation merger. This also lets us confirm that the entity qualifies for this process to begin with. Then, we start putting together our strategy for merging the Missouri corporation into a Florida corporation that avoids delays and other potential issues.
The comprehensive support that we provide when hired to merge a Missouri corporation into a Florida corporation 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 Missouri and Florida state agencies
- Updating the C or S corporation’s bylaws and other corporate documents to reflect the merger
- A consultation to address final concerns and questions
How Long Will It Take for FL Patel Law PLLC to Relocate a Missouri C or S Corporation to Florida?To top
You can relocate your company to Florida as quickly as possible by working with our firm. This works out to about two or three months for most entities. However, it could take longer to merge a Missouri corporation into a Florida corporation depending on the size of the company and its assets. An attorney’s assistance is also a vital part of keeping your C or S corporation’s move on schedule, as they know how to prevent the kinds of delays, interruptions, and other problems that can lead to serious setbacks.
The kinds of mistakes that can cause these problems are far more likely to occur without an attorney’s oversight. The relevant agencies in both Missouri and Florida need several weeks of processing time at a minimum to review and either accept or reject your C or S corporation’s filings. They often face their own delays, too, which means that getting your paperwork right on the first try is also a major factor in facilitating a timely transition from a Missouri corporation into a Florida corporation.
How Much Does it Cost to Merge a Missouri Corporation into a Florida Corporation?To top
Setting up the Florida entity that your Missouri corporation will merge into will cost $70.00. As for the filing fees for the merger itself, Florida charges $35.00 and Missouri charges $30.00. This comes to a total of $135.00 just to have your initial paperwork processed. Mistakes can only push your company’s expenses higher when merging a Missouri corporation into a Florida corporation, too. Not only could you have to pay repeated filing fees – certain issues, such as compliance matters or accidentally dissolving your business, come with financial repercussions of their own.
We offer flat fees for our corporate relocation services based on the requirements of that specific project. In addition to the other steps we take to keep costs low for our clients, this helps prevent unexpected expenses and makes budgeting for the project easier, too. Schedule your consultation now to get a quote for merging your Missouri corporation into a Florida corporation.
What Are Some of the Dangers of Merging Corporations Without an Attorney’s Assistance?To top
The damage that can come about from a mishandled reincorporation merger has the potential to be both severe and long lasting. These risks range from fines to dissolution, but include much more as you’ll see below. Thanks to our experience with these transitions, our corporate law firm knows exactly how to keep a corporation and its owners safe during its relocation to Florida.
Some of the dangers of trying to merge a Missouri corporation into a Florida corporation without an attorney’s assistance include:
- Noncompliance with state laws
- Revocation of the Missouri 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. 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.
Be aware that this list was not comprehensive. These are only some of the problems that can come about if you make mistakes with your company’s reincorporation merger.
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.
Make Your Corporation’s Move More Convenient and Secure with FL Patel Law PLLCTo top
Underestimating the perils of managing your own reincorporation merger can come with consequences that could leave you and your business hurting for years. With our firm as your ally, you’ll be equipped with all of the skills, knowledge, and assistance that you need for your business’s transition from a Missouri corporation into a Florida corporation.
What Are the Benefits of Moving a Missouri C or S Corporation to Florida?To top
1. Your company won’t have any filing requirements with the State of Missouri if it no longer has a nexus there after its reincorporation merger.
2. You can collaborate with Florida professional accountants, attorneys, and other important service providers after merging a Missouri corporation into a Florida corporation.
3. Working with our corporate attorney helps ensure that your business’s transition from a Missouri corporation into a Florida corporation will be free from delays or interruptions.
4. Your entity’s original incorporation documents will be replaced by Florida incorporation documents without delay. This helps ensure that the relocating C or S corporation can keep the same corporate powers, rights, benefits, exemptions, privileges, and principles.
5. The value of the company’s stock and the amount held by each stockholder won’t be changed by its reincorporation merger. The original entity’s real estate and other property rights will transfer to the merged corporation, as will any liabilities and lawsuits. The new corporation’s name may be used in place of the Missouri corporation’s name in the case of any pending legal procedures or actions.
6. The corporation’s directors and shareholders aren’t required to live in Florida in order to change their Missouri corporation into a Florida corporation by using a reincorporation merger.
7. Moving a business to Florida from Missouri can remove its taxable connection to its original state. This has the potential to reduce what your company has to pay for its tax obligations at the state level. However, you should talk to your tax professional to confirm this and learn more about the tax implications of your company’s move, as the specifics will be different for each corporation.
8. Merging your Missouri corporation into a Florida corporation doesn’t require obtaining a new EIN. It’s the same entity both before and after its reincorporation merger, just with a new legal state of incorporation.
9. Another benefit offered by this process is that the reincorporating business can keep the same bank accounts, taxpayer ID, operations, and contracts. Careful planning should be undertaken before starting your company’s reorganization merger, however, to ensure that this is the case.
What Tax Implications Can I Expect from Merging a Missouri Corporation into a Florida Corporation?To top
The differences in each state’s tax laws mean that there will likely be tax implications that result from merging a Missouri corporation into a Florida corporation. These implications will depend on your business and the circumstances of its move. You will want to bring your tax professional on board for this, as our legal team can only offer general guidance in these areas. Some things to consider talking to them about include:
- State Income Tax: Florida has no state income tax, which isn’t true for Missouri. While the business’s federal obligations will still remain, this is one way that it could save money on taxes at the state level by transitioning from a Missouri corporation into a Florida corporation.
- Franchise Tax: Unlike Missouri, Florida doesn’t have a franchise tax for C or S corporations, either. The company should close its account with the Missouri Department of Revenue and file any file returns if necessary.
- Nexus: Corporations must follow the tax laws of each state where they have a taxable connection, also known as a nexus, regardless of their domicile or state of formation. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a particular state. If your business still has a nexus in Missouri after moving to Florida, then Missouri tax laws could still apply.
Should I Work With Attorney Patel to Merge My Missouri Corporation into a Florida Corporation?To top
Upon successfully merging our client’s Missouri corporation into a Florida corporation, Attorney Patel hosts a final meeting to review the project and address any remaining questions. We also provide a checklist containing instructions to help them navigate their new responsibilities as Florida business owners.
Keep in mind that the advice and guidance offered by Attorney Patel can continue to benefit your company even after its relocation to Florida, too. As a corporate law firm, our services are designed from the ground up to help Florida C and S corporations out in any way that we can, no matter what comes their way.
Don’t risk valuable time, money, and your company’s future by trying to merge a Missouri corporation into a Florida corporation without the help of a corporate lawyer. By trusting your reincorporation merger to our firm, 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? Hire our corporate law firm to secure a smooth transition when merging a Missouri corporation into a Florida corporation by calling (727) 279-5037 or by reserving a time using our online calendar.