Can You Domesticate a New Mexico Corporation to Florida?
Relocating, Transferring, Converting, Domesticating, or Merging a New Mexico Corporation into a Florida Corporation
Updated: September 16, 2023
Reading Time: 10 Minutes
- Domicile a New Mexico C or S Corporation to Florida;
- Keep the same EIN and corporate identity; and
- Enjoy tax benefits provided to Florida residents.
- New Mexico C Corporations
- New Mexico S Corporations
Table of Contents
- What is a Reincorporation Merger?
- Can New Mexico C or S Corporations Move to Another State?
- Will This Dissolve My New Mexico 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 New Mexico Corporation into a Florida Corporation?
- How Long Will It Take for FL Patel Law PLLC to Relocate a New Mexico C or S Corporation to Florida?
- How Much Does it Cost to Merge a New Mexico 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 New Mexico C or S Corporation to Florida?
- What Tax Implications Can I Expect from Merging a New Mexico Corporation into a Florida Corporation?
- Should I Work With Attorney Patel to Merge My New Mexico Corporation into a Florida Corporation?
Florida’s pro-business policies and lack of a state income tax can make it an attractive prospect for corporations from states like New Mexico that are looking for a new base of operations. However, not every state has processes in place like statutory conversion or domestication that allow them to simply change their domicile. In these situations, a reincorporation merger can be used to relocate the company from one state to another. For example, it can be used to change a New Mexico corporation into a Florida corporation.
Merging a New Mexico corporation into a Florida corporation presents many risks if the company doesn’t have legal counsel to help manage its relocation. FL Patel Law PLLC’s experience with these transitions can simplify your move by helping ensure your merger is executed in an efficient and diligent manner. Our firm 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 relocation.
This article will review the steps our firm takes to protect the interests of our clients and minimize costs when we’re hired to merge a New Mexico corporation into a Florida corporation. It will also go over how both a company and its owners can be placed in danger by attempting this process without legal guidance.
A project as consequential as using a reincorporation merger to change a New Mexico corporation into a Florida corporation deserves an attorney’s oversight. The risks of moving forward alone include everything from fines to the actual dissolution of your C or S corporation. We have more information about these dangers for you below.
What is a Reincorporation Merger?To top
Reincorporation mergers can be used as an alternative method for relocating a C or S corporation to a new state when other options like statutory conversion or domestication aren’t a possibility. Using this process, it’s possible to change a New Mexico corporation into a Florida corporation without breaking its continuity.
When merging a New Mexico corporation into a Florida corporation, nothing will change about the business’s corporate identity unless mistakes are made during the reincorporation process. This helps the business maintain relationships, contracts, and licenses that are necessary for its operations. The New Mexico corporation’s rights, assets, privileges, and liabilities are likewise transferred into the merged entity.
As a Florida entity, the resulting corporation will fall under the governance of the Florida Business Corporation Act (FBCA). However, it’s important to know that the New Mexico Business Corporation Act (NMBCA) could still apply if your Florida C or S corporation has a foreign qualification or nexus back in New Mexico. This is something that you should talk to our corporate attorney about during your consultation.
Can New Mexico C or S Corporations Move to Another State?To top
C and S corporations from New Mexico are allowed to use reincorporation mergers to become entities in other states such as Florida according to Section 53-14-7 of The New Mexico Statutes. LLCs formed in New Mexico also have the ability to become Florida entities using a similar process that you can read more about by clicking this link.
Section 53-14-7 – Merger, consolidation or exchange of shares between domestic and foreign corporations
A. One or more foreign corporations and one or more domestic corporations may be merged or consolidated or participate in an exchange, in the following manner, if the merger, consolidation or exchange is permitted by the laws of the state under which each foreign corporation is organized:
(1) each domestic corporation shall comply with the provisions of the Business Corporation Act with respect to the merger, consolidation or exchange, 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; and
(2) if the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of the Business Corporation Act with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the commission [secretary of state]:
(a) an agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation 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;
(b) an irrevocable appointment of the secretary of state as its agent to accept service of process in any such proceeding; and
(c) an agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of the Business Corporation Act with respect to the rights of dissenting shareholders.
Will This Dissolve My New Mexico C or S Corporation?To top
No – protecting your entity’s continuity is one of the main reasons to use a reincorporation merger to change a New Mexico Corporation to a Florida Corporation. Dissolution is not a consequence of this process, and it isn’t a required part of it, either. That said, it’s important to be aware that certain mistakes could inadvertently dissolve your business. This is another reason why working with an attorney is a vital part of protecting your C or S corporation during its move.
Do I Need to Get a New EIN After Relocating My C or S Corporation to Florida?To top
This will be decided by the Internal Revenue Service (IRS) depending on the circumstances of your entity’s reincorporation merger. One necessary part of ensuring that your company can continue using the same EIN after its merger from a New Mexico corporation into a Florida corporation is to protect the business’s continuity at all costs. Nothing about the entity’s corporate identity can be changed besides its domicile, either. The IRS must consider it to be the same business both before and after its reincorporation merger in order to keep using its initial EIN.
How Does FL Patel Law PLLC Merge My New Mexico Corporation into a Florida Corporation?To top
The specific requirements that a corporation must satisfy for a successful reincorporation merger will vary from business to business. What follows is an overview of our firm’s process for satisfying the core procedures that they all have in common. These are not instructions on how to merge a New Mexico corporation into a Florida corporation. Schedule your initial consultation with Attorney Patel now if you’re looking for that level of legal guidance.
Merging a New Mexico corporation into a Florida corporation through our firm begins with an initial consultation and a thorough review of the company to ensure that it qualifies for the process. The information gathered at this stage is also used to build the strategy that will be used to relocate the company while protecting its continuity and preventing potential problems before they can cause the business any harm.
Hiring our firm to merge a New Mexico corporation into a Florida corporation allows our clients to benefit from some of the following services:
- 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 New Mexico 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 New Mexico C or S Corporation to Florida?To top
Most C and S corporations that relocate to Florida with our corporate law firm can expect their projects to be completed in about two or three months. This is the fastest timeline possible, and it’s all thanks to our significant experience with moving companies from state to state. It’s important to note, however, that more time may be required depending on the company’s size and assets.
Even small mistakes with your filings can lead to big delays when trying to merge a New Mexico corporation into a Florida corporation. This is because the state agencies in both New Mexico and Florida will need several weeks of processing time at a minimum, and sometimes encounter their own delays due to short staffing and other issues. Because of this, any corrections that need to be made could potentially set your company’s move back for months.
How Much Does it Cost to Merge a New Mexico Corporation into a Florida Corporation?To top
Before the actual reincorporation merger can take place, a Florida entity has to be set up for the New Mexico C or S corporation to be merged into. This incorporation will cost $70.00. As far as the filing fees for the actual merger are concerned, Florida charges $35.00 and New Mexico charges $200.00. Added all together, this comes to a total of $305.00 – and that’s just for your initial filings. In addition to the other expenses that come with moving a company to a new state, mistakes made during this process can drive costs even higher, especially if you need to correct problems with regulatory compliance or other legal issues.
We provide flat fees for our corporate relocation services, which can help our clients minimize costs and prevent unexpected expenses. These fees are based on the particular needs of that corporation’s move. Schedule your initial consultation now to get a quote for merging your New Mexico corporation into a Florida corporation.
What Are Some of the Dangers of Merging Corporations Without an Attorney’s Assistance?To top
A project as complicated as using a reincorporation merger to change a New Mexico corporation into a Florida corporation can cause a lot of problems for both the business and its owners if attempted without the proper legal guidance. Because of our legal team’s expertise, working with us to move your company to Florida helps ensure a smooth transition from state to state that’s free from delays and other issues.
Attempting to change your New Mexico corporation into a Florida corporation with a reincorporation merger can expose you and your company to some of the following problems if you don’t have an attorney’s help:
- Noncompliance with state laws
- Revocation of the New Mexico 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. In other words, 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.
Despite its length, keep in mind that this list is not comprehensive. There are still more dangers awaiting those who move forward on their own with merging a New Mexico corporation into a Florida corporation.
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
The many dangers of trying to relocate a company from one state to another can be a struggle to navigate without the right legal guidance. Our expertise can make all the difference with preserving your company’s continuity and corporate identity when using a reincorporation merger to change a New Mexico corporation into a Florida corporation.
What Are the Benefits of Moving a New Mexico C or S Corporation to Florida?To top
1. After merging a New Mexico corporation into a Florida corporation, your business won’t be required to file with the State of New Mexico ever again unless it has a nexus or foreign qualification in that state as a Florida entity.
2. Becoming a Florida business owner allows you to network and collaborate with Florida professional accountants, attorneys, and other service providers.
3. You can help ensure that your company’s move to Florida will be free from delays, interruptions, and other issues when working with our firm to merge a New Mexico corporation into a Florida corporation.
4. There will be no delays or interruptions when your Florida Articles of Incorporation replace your C or S corporation’s initial formation documents. This helps ensure that the entity is able to keep the same corporate powers, rights, benefits, exemptions, privileges, and principles.
5. Using a reincorporation merger to move your entity to Florida won’t change the value of your company’s stock. Real estate and other property rights will transfer from a New Mexico corporation into a Florida corporation without issue when using this process. This is also true for any liabilities or lawsuits faced by the corporation. The Florida corporation’s name may be substituted in place of the New Mexico entity’s name for any pending legal procedures or actions.
6. The owners of the relocating C or S corporation won’t need to live in Florida after their business becomes a Florida entity.
7. As a Florida entity, your C or S corporation won’t have to continue having a nexus in New Mexico. This can lower tax obligations at the state level. Check with your tax professional for more guidance on these matters, as the specifics will be unique to each business.
8. Merging a New Mexico corporation into a Florida corporation allows your entity to keep using the same EIN. All that will change is its official formation state.
9. Another way that a reincorporation can simplify your entity’s transition from a New Mexico corporation into a Florida corporation is by allowing the business to continue using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts. However, careful planning and legal consultation should be undertaken to make sure that this is the case.
What Tax Implications Can I Expect from Merging a New Mexico Corporation into a Florida Corporation?To top
Although Florida forces fewer taxes on businesses and business owners when compared with other states, preparing for the tax implications of your company’s move is vital when merging a New Mexico corporation into a Florida corporation. Our legal team will only be able to provide some general information about these possible changes, so you’ll need to talk to your tax professional because the exact implications will be different for each business. Some things to think about bringing up during your consultation with them might include:
- State Income Tax: Florida, unlike New Mexico and many other states, doesn’t have its own state income tax, which is one way that a company’s tax burden could be eased by becoming a Florida entity. Federal responsibilities will, however, continue to apply.
- Franchise Tax: Franchise tax isn’t imposed by Florida, either, which is another difference between the Sunshine State and New Mexico. The C or S corporation will need to close its account with the New Mexico Taxation and Revenue Department and file final returns if required.
- Nexus: Florida’s tax laws can be a major incentive for business owners relocating from other states, but New Mexico’s tax laws could still apply to your business after its merger if it still has a nexus there after becoming a Florida entity. A nexus is a business’s taxable connection to a certain state, and it’s generally established when that business has a physical presence, employees, or conducts substantial activities in that location.
Should I Work With Attorney Patel to Merge My New Mexico Corporation into a Florida Corporation?To top
Working with our corporate law firm to change a New Mexico corporation into a Florida corporation ends with a comprehensive consultation with Attorney Patel. This meeting gives him the opportunity to address any remaining questions that the client might have about their business’s reincorporation merger. They are also given a post-merger checklist with instructions that can help them ease into their new responsibilities as Florida business owners.
Establishing a relationship with our legal team by hiring us to merge a New Mexico corporation into a Florida corporation also makes it easier to benefit from the many other corporate services that we offer after its move is complete. Attorney Patel’s experience as both an entrepreneur has given him a rare level of insight that make him an excellent counsel for any number of business and legal matters, too.
All of the hard work, effort, and care that has been placed into your corporation so far could be lost if you mismanage its reincorporation merger. By trusting your reincorporation merger 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 on merging your New Mexico corporation into a Florida corporation.
Ready to embrace your business’s next chapter in beautiful Florida? Hire our corporate law firm to secure a smooth transition when merging a New Mexico corporation into a Florida corporation by calling (727) 279-5037 or by reserving a time using our online calendar.
Image by Troy Winborg from Getty Images courtesy of Canva.com.