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

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

Relocating or Converting a Nebraska LLC to Florida 

Florida has become more attractive than ever to business owners from across the country, including those who own LLCs in Nebraska. Lucky for them, Florida has a process known as statutory conversion that allows qualifying LLCs to change their state of origin and effectively become Florida LLCs. To be eligible, both states must have laws on the books permitting this type of conversion. A full version of the conditions for the state of Florida can be found in Chapter 605 of the Florida Revised Limited Liability Company Act.

What Happens in a Conversion? 

Statutory conversion is only one of many options available to Nebraska LLCs interested in relocating to Florida. That said, it’s the one we like to recommend to most of our Clients because it allows them to make the move without interrupting their continuity. After converting, your LLC will be the same entity that it was before, complete with the same EIN, property deeds, and management structure that it had in Nebraska. All that changes is that it’s state of origin is now Florida. That works retroactively, meaning that your business will be treated as if it had been incorporated in Florida from the start. 

While many businesses will be able to convert without encountering this issue, some LLCs will need to select a new name if the one they used in Nebraska is already reserved by a Florida entity. For this reason, it’s important to perform a name availability search before committing to the move.

Does Nebraska Allow LLCs to Convert to Florida LLCs?

Nebraska LLCs are allowed to convert into Florida LLCs, or LLCs in a number of other states, pursuant to Neb. Rev. Stat. Ann. § 21-179

b) A limited liability company may become a foreign limited liability company pursuant to this section, sections 21-180 to 21-182, and a plan of domestication, if: (1) the foreign limited liability company’s governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited liability company complies with its governing statute in effecting the domestication. 

Neb. Rev. Stat. Ann. § 21-179

How Do I Convert My Nebraska LLC to a Florida LLC? 

Before you can file any paperwork to convert your Nebraska LLC to a Florida LLC, you’ll first need to draft a Plan of Conversion. The Plan of Conversion needs to be approved by the LLC’s Members before proceeding. Once all the owners have signed off on the Plan, you can file with the necessary agencies in both states. Be sure to carefully follow the conversion statutes in both states as well, as mistakes at this point can lead to delays or even the dissolution of your business. 

What are the Effects of Transferring my LLC from Nebraska to Florida?

A statutory conversion can change your LLC’s state of origin without impacting its continuity or forcing you to dissolve and start over from scratch. Your new Florida Articles of Organization will replace your founding documents without delay. The result is the same business you had in Nebraska, only now it will be treated as if it had originally incorporated in Florida. 

Any real estate or other property rights held by the Nebraska LLC will be transferred to the converted entity. The same goes for any liabilities, legal proceedings, and lawsuits, which will similarly follow your business to Florida.

Should I Work With a Lawyer to Convert My LLC? 

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

Absolutely. Our firm has experience helping multiple businesses from across the United States to convert into Florida LLCs. We have worked with all industries, including consultants, service businesses, e-commerce, and start-ups looking to relocate to Florida. Nebraska corporations interested in relocating should instead look into whether they can domesticate their businesses to Florida.

Ready to move over to the East Coast to sunny and tropical Florida? Don’t risk breaking your business’s stride– get assistance from an experienced business conversion attorney by calling (727) 279-5037, or if you are ready to convert, check out our service page.

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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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