Can You Change or Convert a Missouri LLC Into a Florida LLC With a Relocation Merger?

Relocating, Domiciling, Transferring, Converting, or Merging a Missouri LLC into a Florida LLC

Updated: August 16, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Missouri Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion, Merger, or Domestication?
• Does Missouri Allow LLCs to Move Out of State?
• Is My Missouri 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 Missouri LLC into a Florida LLC?
• How Long Does It Take To Relocate a Missouri LLC to the State of Florida?
• What Are the Costs Involved in Relocating My Missouri 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 Missouri LLC into a Florida LLC?
• What Are the Tax Implications of Merging My Missouri LLC into a Florida LLC?
• Should I Work With Attorney Patel to Merge My Missouri LLC into a Florida LLC?

Business owners from across the country are interested in moving to Florida to take advantage of the fact that we have no income tax a t the state level in addition to many other policies that support entrepreneurs. However, not every state allows companies to convert or domesticate to a different jurisdiction. In that case, this type of move can be accomplished through a transaction known as a reincorporation merger.

Reincorporation mergers are highly involved transactions that require carefully navigating the laws of each state involved. The good news, however, is that FL Patel Law PLLC has the experience and the know-how to help relocate your business by merging your Missouri LLC into a Florida LLC while avoiding delays, threats to its continuity, and other problems. Our firm has successfully reorganized over 140 businesses into Florida entities, allowing you to move forward with confidence with us as your ally.

This page will give you a general idea of the value and convenience that our legal team can bring to your company’s relocation project, such as how we can save time and money while also keeping you and your LLC’s interests safe. It will also tell you a little bit about the dangers and pitfalls that you’ll face if you try to manage a project of this scope without an attorney’s assistance.

The unique challenges of conducting a reincorporation merger can have severe repercussions for your business and its members if anything goes wrong. These consequences include everything from fines to the outright liquidation of your LLC, so it’s highly advisable to hire an attorney who can look out for your best interests when merging a Missouri LLC into a Florida LLC.

Reincorporation mergers offer a way for companies to relocate from one state to another when their original formation state doesn’t allow for domestications or statutory conversions. By creating a Florida LLC and merging the existing Missouri LLC into that new entity, the business can relocate without interruption.

This process allows the reincorporating entity to maintain the same identity, which wouldn’t be the case if you had to dissolve your Missouri LLC and start from scratch all over again in Florida. It also protects the business’s continuity, which is necessary to preserve the relationships, license, and contracts that your business will need in its new state.

Because your resulting Florida LLC will still be considered to be the same business that existed back in Missouri, all of the initial entity’s rights, assets, privileges, and principles will automatically transfer to the Florida C or S corporation as well. This is also true in the case of any liabilities or lawsuits against the merging entity.

The Florida Revised Limited Liability Company Act will become your entity’s governing law after its merger from a Missouri LLC into a Florida LLC. There are situations, however, where your business will need to continue to abide by the Missouri Limited Liability Company Act as well, such as if your company has a foreign qualification or still has a nexus in its original state. Talk to our attorney about this during your time together – schedule your time now.

Although Missouri does not allow companies to move out of state by way of domestication or statutory conversion, you can still relocate your LLC with a reincorporation merger according to Section 347.127 of the Missouri Revised Statutes. Missouri corporations can also use this general methodology to become Florida entities, which you can read about here, although you should note that the specifics are a little different.

Moving your company to Florida by using a reincorporation merger won’t dissolve your LLC unless mistakes are made because the project lacked an attorney’s oversight. Rather than dissolving your entity, merging your Missouri LLC into a Florida LLC causes the original business to be absorbed into the new one. This serves to protect the business’s continuity. Dissolution isn’t a part of this process in any way, so you can disregard any sources you find stating otherwise.

The Internal Revenue Service (IRS) decides this on a case-by-case basis, but there are certain things that you can do to increase your chances that your reincorporated LLC can keep using the same EIN after it moves to Florida. This includes ensuring that your company’s identity and continuity aren’t impacted when merging your Missouri LLC into a Florida LLC, and there’s no better way of doing this than by enlisting a lawyer’s help.

Allowing us to navigate the different state laws and other intricacies of your company’s reincorporation merger isn’t just a massive convenience – it’s also an important part of ensuring your company’s safety during its move. Be aware that what follows should not be treated as instructions for merging a Missouri LLC into a Florida LLC, as it is only a general overview. Schedule your consultation with Attorney Patel now for that level of personalized legal guidance.

Before we start drafting any paperwork, we first confirm that the company is eligible for the reincorporation merger to begin with so as not to waste the client’s time. Then, we conduct our initial interview with the client and review their business for information pertinent to the move. This information is used to develop a custom strategy for merging the Missouri LLC into a Florida LLC that protects everyone’s interests throughout the transition.

The many benefits of hiring our firm to manage your company’s relocation merger from a Missouri LLC into a Florida LLC include:

• 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 LLC’s operating agreement and other corporate documents to reflect the merger
• A comprehensive consultation to address final concerns and questions

Thanks to our legal team’s experience and refined processes, we can relocate most LLCs from out of state to Florida within about two or three months. This is the fastest possible turnaround time for this type of move. Larger companies and those with more assets, however, can sometimes require more time to relocate to Florida.

Proceeding to merge a Missouri LLC into a Florida LLC without an attorney makes delays and interruptions far more likely. State agencies will need several weeks each to process your documents, so even small mistakes can set your company’s move back significantly. To make matters worse, these agencies sometimes face their own delays because of short staffing and backlogs. Working with our law firm can be the deciding factor when it comes to keeping your company’s relocation on schedule.

Each state gets to set its own filing fees for merger paperwork. However, you’ll also need to pay to set up the Florida LLC that your Missouri LLC will merge into. This will cost $70.00 which, when added to Florida’s merger fee of $35.00 and Missouri’s Merger fee of $25.00, comes to a total of $130.00. Keep in mind that amount is just to have your initial documents processed, too, and that mistakes will drive that total even higher.

Our LLC and corporate relocation clients receive flat fees for their projects based on the specific needs of their company’s move. This helps keep costs low and makes it easier to stick to your company’s budget by preventing unexpected expenses and other problems. Schedule your consultation now to get a quote for merging a Missouri LLC into a Florida LLC.

Both your LLC and its members will be exposed to almost countless risks if you attempt to bring your company across state lines without the right kind of legal guidance. These dangers range from regulatory fines to your company’s liquidation. Only by working with a law firm can you ensure that you can avoid the kinds of problems that can threaten your LLC’s future during its reincorporation merger from a Missouri LLC into a Florida LLC.

Trying to manage a reincorporation merger without an attorney on your side can have the following consequences:

• 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 Missouri 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.

Beware that, despite its length, this is not a comprehensive list of the different ways that things can go wrong for you if you try to merge a Missouri LLC into a Florida LLC on your own.

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 Missouri LLC into a Florida LLC.

There’s no good reason to gamble with your company’s future by engaging in a process as complex as this one without our legal team to guide you safely through to the end. Hiring us to merge your Missouri LLC into a Florida LLC means that you can move forward confident that your company has everything it needs for a successful relocation.

1. Your LLC doesn’t need to file with the State of Missouri again if it no longer has a nexus in its original formation state after it transitions into a Florida entity.

2. As a Florida business owner, you’ll be able to network and collaborate with Florida professional accountants, attorneys, and other service providers.

3. Your reincorporation merger will allow you to enjoy a smooth, uninterrupted move from Missouri to Florida without delays or other hassles.

4. During this process, your company’s initial organization documents will be replaced by Florida Articles or Organization. This means that your LLC will retain all of its powers, rights, benefits, exemptions, privileges, and principles after you merge a Missouri LLC into a Florida LLC.

5. Membership interest in the company will not be affected by your LLC’s reorganization merger. Similarly, real estate and other property rights will also automatically transfer from your Missouri LLC to your Florida LLC. This is also true for any liabilities and/or pending lawsuits. Any pending legal procedures or actions can be substituted with the name of the Florida LLC.

6. Your LLC’s members don’t need to live in Florida to merge your Missouri LLC into a Florida LLC.

7. After your reincorporation merger, your LLC won’t need to have a taxable connection (AKA nexus) in Missouri any longer. As a result, it may be able to save money on state income taxes and/or other LLC taxes issued by the State of Missouri. Check with your tax professional for more guidance on taxes, as tax implications will vary from business to business.

8. Merging your Missouri LLC into a Florida LLC allows your business to keep using the same EIN. This is because it’s the same entity that existed before, just with a new formation state thanks to its reorganization merger.

9. Another benefit of merging your Missouri LLC into a Florida LLC is that it can keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts, too. Careful planning should be undertaken before starting your company’s reorganization merger, however, to ensure that this is the case.

As mentioned above, the tax implications that you can expect from your reorganization merger will depend on circumstances unique to your company’s move. Because of this and the fact that our firm will only be able to offer limited guidance on these matters, you need to consult with your tax professional for more information. Some topics to discuss with them include:

• State Income Tax: Florida, unlike Missouri, is one of the few states without its own income tax. While your company will still need to satisfy federal requirements, this is one area where your company could save money by becoming a Florida entity.

• Franchise Tax: A second difference is that Florida doesn’t have a franchise tax for LLCs. Your company will need to close its account with the Missouri Department of Revenue and file final returns if required after it changes from a Missouri LLC into a Florida LLC.

• Nexus: Missouri tax laws could continue applying to your company if it still has a nexus there after its reincorporation merger. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a particular state.

Reincorporation projects with our firm conclude with a consultation hosted by Attorney Patel that allows our clients to ask any questions that remain about their company’s move. They also receive a post-merger checklist that helps familiarize them with their new responsibilities as Florida business owners.

As a corporate law firm, we offer a suite of services that are highly beneficial, if not necessary, to running a business in Florida. This means that we are fully equipped to support your business both during and after its relocation. Attorney Patel’s experience as both an entrepreneur has given him a rare level of insight into transactions of this nature.

The potential dangers involved in trying to merge your own Missouri LLC into a Florida LLC should be averted at all costs. By trusting your project 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 with merging your Missouri LLC into a Florida LLC.

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 by scheduling your time with us using our online calendar.

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