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

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

Updated: September 19, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Nebraska Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Nebraska Allow LLCs to Move Out of State?
• Is My Nebraska 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 Nebraska 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 Nebraska 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 Nebraska LLC to a Florida LLC?
• What Are the Tax Implications of Converting My Nebraska LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Nebraska LLC to a Florida LLC?

Florida has a lot to offer business owners and their companies, which is a part of why so many LLCs are relocating to our state from places like Nebraska. Florida doesn’t have an income tax for businesses or business owners, to give just one of many examples. Those interested in making this type of move can accomplish their goals through a process known as statutory conversion.

Moving a company from one state to another can be an intimidating prospect for any business owner once you consider the various risks of proceding without legal counsel. However, FL Patel Law PLLC’s guidance can make all the difference when it comes to securing your business’s conversion from a Nebraska LLC to a Florida LLC. 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 article covers some of what our firm does to help our clients out when they hire us to convert a Nebraska LLC to a Florida LLC, as well as how that assistance can save time, money, and even potent possible legal problems. It also has important warnings about what can go wrong during this type of transition if you don’t have a lawyer looking out for you and your company’s best interests.

Even small mistakes with a statutory conversion can have significant, long lasting consequences. The LLC could even end up accidentally dissolved depending on what goes wrong. Thankfully, we’re here to help our clients navigate each step while diligently minimizing delays and complications.

Statutory conversion is our firm’s preferred method for relocating LLCs to Florida from other states. It accomplishes this by legally changing the business’s formation state. For example, statutory conversion can be used to change a Nebraska LLC to a Florida LLC.

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.

When using this process to convert a Nebraska LLC to a Florida LLC, nothing will happen to change the business’s identity or impact its continuity unless something is mishandled due to the lack of legal guidance. This makes it easier to maintain relationships, contracts, and licenses that your business needs to function at full capacity. Similarly, the LLC’s rights, assets, privileges, and liabilities will also transfer uninterrupted from the Nebraska LLC over to the converted Florida LLC.

As a Florida LLC, your business will need to follow the rules of the Florida Revised Limited Liability. However, it’s important to know that there are some situations where it would need to continue abiding by the Nebraska Revised Uniform Limited Liability Company Act as well, even after becoming a Florida entity. Such situations include having a foreign qualification or nexus in your LLC’s original formation state after its transition to Florida. Be sure to discuss this with our attorney during your initial consultation.

Business owners are allowed to convert a Nebraska LLC to a Florida LLC under Section 21-179 of the Nebraska Revised Statutes, which you can review using the link below. Nebraska C and S corporations can also become Florida entities thanks to a similar process commonly known as domestication.

No – in fact, the protections offered to your business’s continuity are one of the primary advantages of using this process to relocate a business from one state to another. Even if your LLC can no longer continue to do business in its original state after its conversion, it will still be considered to be the same entity that existed before making its transfer. Dissolution isn’t required to make this relocation happen, either, so you can safely ignore any sources that you find online that say otherwise.

This is ultimately decided by the Internal Revenue Service (IRS), who will determine this based on on the execution of your company’s merger from a Nebraska LLC to a Florida LLC. While a number of different factors are considered, perhaps the most important is ensuring that they still consider your business to be the same entity both before and after its statutory conversion. This requires making no alerations to the LLC’s identity besides changing its formation state. Protecting against interruptions to its continuity is also of the utmost importance. A lawyer can help your entity clear these requirements so that it can continue using the same EIN as a Florida LLC.

Because every conversion will have its own specific requirements based on the business and the states involved, it’s impossible for there to be a one-size-fits-all type solution here. However, we’ve developed a refined process for approaching the common steps involved, which we’ll get into below. Keep in mind that these are not instructions on how to convert a Nebraska LLC to a Florida LLC. For that level of expertise and guidance, schedule your initial consultation with us now.

When converting a client’s Nebraska LLC to a Florida LLC, we first host our initial consultation and review the business for relevant information and to confirm that the entity qualifies for statutory conversion as well. We also use what we learn at this stage to develop the plan that we will use to bring the company to Florida without harming its continuity or changing its identity.

The comprehensive support that you can enjoy by hiring us to convert your Nebraska LLC to a Florida LLC 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 Nebraska and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Nebraska LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

Not only does working with our firm to relocate your business help keep things on schedule – it also enables your company to convert from a Nebraska LLC to a Florida LLC as quickly as possible. This is all thanks to our legal team’s experience with these transitions and our firm’s highly refined inner processes for making them happen. That said, some LLCs may need more time to convert into Florida entities depending on their size and the assets involved.

Much of this time will be spent waiting on the agencies responsible for these transactions to process your filings. The offices in both Nebraska and Florida will each need several weeks at a minimum, and can sometimes face delays of their own due to short staffing and other problems. This means that delays can potentially set your company’s move from Nebraska to Florida back for actual months, which will likely cost extra money, too.

Much like the rules involved with converting an LLC from one state to another, every state gets to decide what processing fee to charge converting entities as well. Nebraska’s filing fee of $30.00 and Florida’s filing fee of $155.00 come together for a total of $185.00. Keep in mind that this is just to have your initial documents processed. Mistakes with your conversion can drive costs higher, too, as you’ll need to pay those filing fees all over again and deal with any other financial or legal consequences.

We provide flat fee quotes to our statutory conversion clients that can make it easier to minimize costs when converting a Nebraska LLC to a Florida LLC. Our prices are calculated based on the specific needs of that client’s move. Schedule your initial consultation now to get a quote for your business’s relocation to Florida.

Moving a company from Nebraska to Florida – or any other state for that matter – is a complicated process that can have many unanticipated complexities for business owners who attempt this on their own. An attorney’s guidance is your best tool when it comes to preventing the kinds of problems that could completely derail your company’s move from a Nebraska LLC to a Florida LLC.

Unless you have the assistance of experienced legal counsel, attempting a transaction as substantial as statutory conversion can result in:

• 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 Nebraska 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 you can encounter with a defective conversion.

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 Nebraska LLC to a Florida LLC.

Without an attorney’s assistance with converting a Nebraska LLC to a Florida LLC, there’s no way to guarantee that your company will even make it across state lines, let alone survive the process without incurring fees or other penalties. Our legal team knows exactly what steps to take in order to prevent any problems from arising while relocating your business.

1. If your business’s taxable connection – also known as a nexus – to its original formation state is removed by its conversion, then there won’t be any need to file with the State of Nebraska again.

2. As a Florida LLC member, you can work with Florida professional accountants, attorneys, and other service providers who can be useful to your company.

3. Your company’s continuity and ability to do business won’t be interrupted during its transition from a Nebraska LLC to a Florida LLC.

4. Florida Articles of Organization will immediately replace the Nebraska LLC’s original formation documents, which helps ensure that all LLC powers remain LLC powers, along with rights, benefits, exemptions, privileges, and principles.

5. Everyone’s membership interest in the LLC will stay the same when using statutory conversion to relocate it to Florida. Property rights, such as real estate, will also transfer over without issue when converting a Nebraska LLC to a Florida LLC. However, liabilities of the LLC will also persist through this process, as will any pending lawsuits. Any pending legal procedures or actions can be substituted with the name of the Florida LLC.

6. The LLC’s members won’t need to live in Florida after their company’s statutory conversion.

7. Converting a Nebraska LLC to a Florida LLC means that your business won’t be required to keep its nexus (taxable connection) in its original formation state, which can lower the burden of taxes issued at the state level. Check with your tax professional for more guidance on taxes, as the changes will be unique to each business.

8. You won’t need to get a new EIN when converting a Nebraska LLC to a Florida LLC. It’s the same entity both before and after undergoing statutory conversion, and will continue to report taxes as it always has.

9. Your converted Florida LLC can keep using the same bank accounts, taxpayer ID, operations, and contracts that it did as a Nebraska LLC. Careful planning should be undertaken before engaging in domestication or conversion to ensure that this is the case, however.

The tax consequences of moving an LLC from one state to another can vary greatly depending on the different factors involved. Our legal team can only give general advice in this area, so working with your chosen tax professional is essential to preparing for the tax implications of converting a Nebraska LLC to a Florida LLC. However, a few topics that you might want to talk to them about might include:

• State Income Tax: Florida has no state income tax, which can make it an attractive home for business owners. This is one way business owners can save money by converting a Nebraska LLC to a Florida LLC. Federal responsibilities will, of course, not be impacted by changing your entity’s formation state.

• Franchise Tax: Another tax on businesses common to other states that isn’t found in Florida is franchise tax. After converting into a Florida entity, companies relocating to our state should close their accounts with the relevant agencies and file final returns if applicable.

• Nexus: If converting your Nebraska LLC to a Florida LLC doesn’t remove its nexus in its original formation state, then Nebraska tax laws will continue to apply even after it becomes a Florida entity. A nexus, or a company’s taxable connection to a certain state, is usually created when the company has employees, a physical location, or conducts substantial activities in that jurisdiction.

To conclude the project, Attorney Patel holds a final consultation to address any questions that the client might still have about their entity’s conversion into a Florida LLC. We also provide a post-conversion checklist with instructions to help them familiarize themselves with their new responsibilities as Florida business owners.

Attorney Patel’s experience with these types of transitions as well as his history as both a lawyer and an entrepreneur can make him a valuable asset for business owners looking to relocate their entities to Florida. Our law firm also provides a wide variety of corporate and legal services that can be helpful, if not necessary, to running a business in Florida.

Teaming up with us to convert a Nebraska LLC to a Florida LLC allows you to benefit from a level of convenience and security that can only be achieved by hiring an experienced attorney to manage your business’s transition from state to state. You’ll also have more time and energy to focus on running your company while we tackle the legal complexities of its relocation. Schedule with us and get started today.

Ready to embrace your business’s next chapter by converting your Nebraska 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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