Can You Relocate, Convert, or Merge a New Mexico LLC into a Florida LLC?

Relocating, Domiciling, Transferring, Converting, or Merging a New Mexico LLC into a Florida LLC

Updated: September 1, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• New Mexico Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion, Merger, or Domestication?
• Does New Mexico Allow LLCs to Move Out of State?
• Is My New Mexico 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 New Mexico LLC into a Florida LLC?
• How Long Does It Take To Relocate a New Mexico LLC to the State of Florida?
• What Are the Costs Involved in Relocating My New Mexico 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 New Mexico LLC into a Florida LLC?
• What Are the Tax Implications of Merging My New Mexico LLC into a Florida LLC?

Moving an LLC to Florida from other states such as New Mexico can benefit both the company and its owners in many ways. The fact that Florida has no state income tax for businesses or individuals is probably one of the most appreciated of these advantages, but our state has many other pro-business policies on the books as well. New Mexico LLCs in particular can relocate to Florida by becoming Florida entities by using a legal process known as a “reincorporation merger.”

This kind of move can be intimidating when considering the different requirements and complexities involved, especially without the right legal guidance. The good news is that FL Patel Law PLLC can be the deciding factor when it comes to ensuring a seamless, successful transition from a New Mexico LLC into a Florida LLC. 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.

We made this page to show how the steps that our firm takes to keep a company safe while relocating it to Florida from out of state, as well as how working with us can even save time and money. It also has some warnings about the consequences that come with making mistakes with a reincorporation merger and how our corporate attorney can prevent these problems and more from impacting your LLC.

The dangers of proceeding without an attorney to help navigate your LLC through the reincorporation process are no small matter. Your business could even be accidentally dissolved if you don’t know exactly what you need to do when merging a New Mexico LLC into a Florida LLC. An attorney’s assistance is the best way to keep your company safe during a move of this nature.

A reincorporation merger can be used to change a company’s formation state when other methods like statutory conversion or corporate domestication aren’t available.

Setting up a Florida LLC for a New Mexico LLC to merge into allows the business to relocate from state to state without harming its continuity or forcing it to undergo other substantial changes. In addition to helping the company maintain important relationships, contracts, and licenses, the New Mexico LLC’s rights, assets, privileges, and liabilities will automatically transfer to the reincorporated entity. The resulting entity’s name may replace the original entity’s name for the purposes of any legal proceedings.

The Florida Revised Limited Liability Company Act will start regulating your entity upon the completion of its reincorporation merger. You should know, however, that there are still some circumstances where the New Mexico Limited Liability Company Act will continue to apply to your business as well. Some of these situations include having a foreign qualification or taxable connection (nexus) in New Mexico after becoming a Florida entity. This is something that should be discussed during your initial consultation with our attorney.

Reincorporation mergers are allowed under Section 53-19-62 of the New Mexico statutes, which means that it’s possible to use this procedure to change a New Mexico LLC into a Florida LLC. New Mexico C and S corporations can also undergo a similar process to become Florida entities.

A company doesn’t have to dissolve to move to a new state when undergoing a reincorporation merger. Dissolution isn’t a required step, either, although some incorrect sources online state otherwise. Instead, your company continues to exist as it always has, only now it has been absorbed into the Florida entity set up for these purposes. Keep in mind, however, that there are ways to accidentally dissolve your company if you attempt to merge a New Mexico LLC into a Florida LLC without an attorney’s assistance.

Generally speaking, the Internal Revenue Service (IRS) doesn’t require reincorporating entities to obtain a new EIN as long as they still consider it to be the same business both before and after its merger. In other words, protecting your business’s continuity is essential to keeping the same EIN when merging a New Mexico LLC into a Florida LLC. No other changes can be made to the company besides its new state of formation, either. An attorney’s oversight is the best way to ensure this continuity, but ultimately the IRS will decide this on a case-by-case basis.

All reincorporation mergers will have their own different requirements depending on factors unique to the business and the states involved. However, they also all share a core set of procedures. What follows is an outline of how our firm helps our clients navigate those procedures – these are not instructions for how to change your New Mexico LLC into a Florida LLC. For guidance with relocating your business to Florida from out of state, schedule your initial consultation now.

The reincorporation merger project starts with an initial consultation and a comprehensive review of the client’s LLC to ensure that the business qualifies for this type of transition. The information gathered at this stage is also used to create a plan for relocating the company from New Mexico to Florida that protects its continuity at every step of the process.

Hiring our law firm to manage your company’s reincorporation merger from a New Mexico LLC into a Florida LLC includes the following benefits:

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

Merging a New Mexico LLC into a Florida LLC with our firm allows you to relocate your business as quickly as possible thanks to our experience and refined inner processes. In most cases, we can complete a reincorporation merger to Florida in two or three months, but this may vary depending on the size of the LLC and its assets.

Mistakes can lead to significant delays for a reincorporation merger. State agencies will each need at least several weeks of processing time and can face delays of their own due to staffing problems or other issues. This means that any documents that need to be filed more than once due to incorrect or missing information can push your company’s move to Florida back, which could also end up impacting its bottom line.

In addition to the $125.00 fee needed to form the Florida LLC that your New Mexico LLC wil merge into, Florida charges a $25.00 fee for merger documents and New Mexico charges $100.00. This comes to a total of $250.00, and that’s just to have your paperwork processed. You could have to pay more than that if you have to file any corrections because of mistakes in your documents, and those mistakes might even come with expensive repercussions, too.

Our firm offers flat fees for clients interested in relocating LLCs to Florida from other states. These flat fees are based on the specific requirements of that particular project. Schedule a consultation now to get a quote for merging a New Mexico LLC into a Florida LLC.

The consequences of an incorrectly managed reincorporation merger can be as diverse as they are serious. Another benefit of our firm’s experience is that we know how to prevent these types of problems from ever affecting a business in the first place. Without that kind of insight, even simple missteps could leave lasting damage not just to the LLC, but to its members as well.

Unless a lawyer is helping you merge a New Mexico LLC into a Florida LLC, the risks faced by the business and its owners include:

• 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 New Mexico 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.

These are only some of the dangers faced by those trying to move a company across state lines without an attorney’s help.

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 New Mexico LLC into a Florida LLC.

An attorney’s assistance is the best way to make sure that your company makes it across state lines in one piece. The potential costs of mistakes far outweigh any many that might be saved by moving forward alone when merging a New Mexico LLC into a Florida LLC.

1. Your LLC’s filing requirements with the State of New Mexico will go away for good if it no longer has a nexus there after its reincorporation merger.

2. Becoming a Florida business owner yourself gives you the chance to team up with Florida professional accounts, attorneys, and other useful service providers.

3. A reincorporation merger won’t delay or interrupt your LLC’s ability to do business when transitioning from a New Mexico LLC into a Florida LLC.

4. The New Mexico LLC’s initial formation documents will be replaced by Florida Articles of Organization drafted by our corporate law firm. This is a part of ensuring that your Florida LLC will be able to continue to benefit from the same powers, rights, benefits, exemptions, privileges, and principles that it did as a New Mexico LLC.

5. Membership interest won’t be changed by reincorporating a New Mexico LLC into a Florida LLC. It won’t impact the company’s property rights, such as real estate, either. These rights will transfer over to the resulting entity automatically, as will any liabilities and lawsuits. For any pending legal proceedings, the company’s former name can be replaced with that of the resulting Florida LLC.

6. Even after changing from a New Mexico LLC into a Florida LLC, the company’s members won’t be required to live in Florida.

7. Moving your LLC out of New Mexico could remove the business’s taxable connection (nexus) to its original formation state. If this is the case, then your company could lower what it has to pay for state taxes by merging a New Mexico LLC into a Florida LLC. Talk to your tax professional about this, as every business’s circumstances will be different.

8. Your LLC can continue using the same EIN to satisfy its tax responsibilities after its reincorporation merger. Unless mistakes are made due to a lack of professional guidance, the only thing that should change when merging a New Mexico LLC into a Florida LLC is the entity’s official state of formation.

9. Another benefit offered by a properly executed reincorporation merger is that your merged LLC can keep using the same bank accounts, taxpayer ID, operations, and contracts that it had back in New Mexico. However, careful planning should be undertaken before starting your conversion to ensure that this is the case.

The tax implications of relocating a company to a new state will vary from business to business, so great care should be taken when planning for these changes. Be sure to enlist your tax professional’s help with preparing for these changes, too, as our legal team will only be able to offer general guidance in these areas. A few items to include in your discussions with them might be:

• State Income Tax: Unlike New Mexico, Florida doesn’t have a state income tax. Although federal obligations will remain, this is one way that your company’s tax burden could be reduced by using a reincorporation merger to change it from a New Mexico LLC into a Florida LLC.

• Franchise Tax: A second tax issued by the State of New Mexico but not by the State of Florida is franchise tax. The LLC will need to close its account with the New Mexico Taxation and Revenue Department and file final returns if required.

• Nexus: New Mexico’s tax laws can continue applying to an LLC if the company still has a nexus in that state after its reincorporation merger. A nexus, also known as a taxable connection, exists when a company has a physical presence, employees, and/or conducts substantial activities in a particular state.

Merging a New Mexico LLC into a Florida LLC with our firm concludes with a consultation with Attorney Patel. During this meeting, he addresses any remaining questions and concerns that the client might have about their reincorporation merger. We also provide them with a useful checklist with instructions that can help them adjust to their new responsibilities as Florida LLC owners.

Attorney Patel’s unique insight as both a lawyer and an entrepreneur can be the deciding factor when it comes to ensuring a successful move from state to state. Keep in mind that our law firm can continue to be a powerful resource even after your reincorporation merger, as we offer a suite of services designed to make life easier for Florida business owners.

Trying to undertake a process as complex as using a reincorporation merger to change a New Mexico LLC into a Florida LLC alone places your business at unnecessary risk. By trusting your conversion 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.

Ready to embrace your business’s next chapter by changing your New Mexico LLC into a Florida LLC? Don’t risk your business’s continuity – enlist the help of an experienced business relocation attorney by calling (727) 279-5037 or by scheduling a time through our online calendar.

Image by Troy Winborg from Canva.