Can You Relocate or Move a Massachusetts LLC to a Florida LLC?

Can You Relocate or Move a Massachusetts LLC to a Florida LLC?

How to Convert a Massachusetts LLC to a Florida LLC

It’s not surprising that Massachusetts LLC Owners are among the ever-growing crowd of entrepreneurs rushing to move to Florida in order to benefit from our state’s uniquely pro-business environment. If that sounds like you, then you should take a few minutes to learn about how you can bring your business to Florida by utilizing the merger statutes available through both states. Massachusetts corporations, on the other hand, can relocate to Florida using domestication. A full version of Florida’s conditions can be found in Chapter 605 of the Florida Revised Limited Liability Company Act

What is a Merger?

Mergers allow two or more companies to come together to make a third, new entity. By merging your Massachusetts LLC into a Florida LLC or corporation, you can easily relocate your business without the pains and drawbacks that come with starting over in a new state from scratch. Because laws differ from state to state, it’s often a smart move to hire an attorney to assist with your paperwork, guide you through the process, and help your business settle into its new home.

What Happens to My Massachusetts LLC During a Merger?

Merging your Massachusetts LLC into a Florida entity allows you to relocate it while protecting your business’s continuity and retaining much of the same official information. Most notably, the resulting business can keep using the same EIN and incorporation used by the Massachusetts LLC, and will also retain that business’s contractual, real estate, and property rights. Its tax status can also stay the same by merging with a Florida LLC, or it can be changed by merging with a Florida corporation. 

Does Massachusetts Allow LLCs to Convert Out of State?

Yes, Massachusetts LLCs are allowed into mergers in states with similar authorization laws, such as Florida, under Paragraph B, Section 59, Chapter 156C, Title XXII, Part I of the Massachusetts General Laws:

(a) As used in sections 59 to 63, inclusive, the words “other business entity” shall mean a corporation to which section 17.01 of Part 17 of chapter 156D applies, a professional corporation and a foreign professional corporation each as defined in section 2 of chapter 156A, a foreign corporation, an association or a trust, as defined in section 1 of chapter 182, a partnership whether general or limited and whether domestic or foreign, as defined, respectively, in section 6 of chapter 108A and section 1 of chapter 109, and a foreign limited liability company as defined in this chapter. 

(b) Pursuant to an agreement of consolidation or merger, a domestic limited liability company may consolidate or merge with or into one or more domestic limited liability companies or other business entities formed or organized under the law of the commonwealth or any other state of the United States or any foreign country or other foreign jurisdiction, with such domestic limited liability company or other business entity as the agreement shall provide being the resulting or surviving domestic limited liability company or other business entity. 

Mass. Gen. Laws Ann. ch. 156C, § 59

Should I Dissolve My Massachusetts LLC?

No – there is no need to dissolve your original Massachusetts LLC when merging it into your Florida LLC. In fact, doing so could cause major problems on your end, ranging from the financial to the procedural! Once the merger is complete, your Massachusetts LLC will be effectively absorbed into the Floria LLC, changing it into a new entity. The resulting company, however, will be unable to keep doing business in Massachusetts (or any other state other than Florida) without first filing for a foreign qualification.

How Do I Move My Massachusetts LLC to Florida?

When you’re ready to convert your Massachusetts LLC to a Florida LLC, the first thing that you’ll need to do is draft (or have your lawyer draft) a Plan of Conversion. This Plan is a document that outlines how the conversion will take place, and it needs to be authorized by the LLC’s Members before moving forward. Then, you can make the necessary filings with state agencies in both Florida and Massachusetts. It’s important to be careful when filing, however, as mistakes could cause the liquidation of your business. 

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

Should I Work With FL Patel Law PLLC to Handle My Merger?

Mistakes during the merger process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company.

Yes! We can help you with relocating your Massachusetts LLC to the state of Florida. We have worked with many businesses including consultants, service businesses, e-commerce businesses, and start-ups to help them relocate their headquarters to the state of Florida.

Ready to embrace the good life 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.

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