How to Domesticate or Merge a New York Corporation into a Florida Corporation and Save Money on Taxes

Relocating, Transferring, Converting, Domesticating, or Merging a New York Corporation into a Florida Corporation

Updated: July 5, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile a New York C or S Corporation to Florida;
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• New York C Corporations
• New York S Corporations

Table of Contents

• What is a Reincorporation Merger?
• Can New York C or S Corporations Move to Another State?
• Will This Dissolve My New York 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 York Corporation into a Florida Corporation?
• How Long Will It Take for FL Patel Law PLLC to Relocate a New York C or S Corporation to Florida?
• How Much Does it Cost to Merge a New York 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 York C or S Corporation to Florida?
• What Tax Implications Can I Expect from Merging a New York Corporation into a Florida Corporation?
• Should I Work With Attorney Patel to Merge My New York Corporation into a Florida Corporation?

Whether they’re coming to Florida because we have no state-level income tax or for any one of our state’s many other famously pro-business policies, it’s no surprise that companies from across America are interested in seeing if they can relocate their operations to Florida. One way of accomplishing this is by undergoing a reincorporation merger by merging an entity such as a New York corporation into a Florida corporation.

Merging a New York corporation into a Florida corporation is a complex project that can expose both you and your company to great risk if you don’t have an attorney looking out for your interests. Thankfully, FL Patel Law PLLC’s experience can simplify your move by ensuring that it’s 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 page will explain our legal team’s process for merging a New York corporation into a Florida corporation, and how working with our corporate law firm can make for a safer transition while also saving you time and money. It also has some important warnings about what can go wrong if you attempt a transaction like this alone, as well as how our legal team can prevent delays or other problems from spoiling your company’s relocation.

A project with as many potential complications and complexities as a reincorporation merger can expose you and your C or S corporation up to many dangers, up to and including dissolution. Read on to find out more about the risks of merging a New York corporation into a Florida corporation without an attorney’s guidance.

When corporate clients contact us from states that don’t permit statutory conversions or domestications, we typically suggest using a reincorporation merger as an alternative method for their relocation.

By hiring us to establish a Florida corporation that the New York corporation will merge into, a company can relocate without interrupting its continuity. This is essential to protecting important relationships, licenses, and contracts. It’s also far more convenient for most business owners than going through the hassle of dissolving their original entity and reincorporating in a new state.

Another convenience of merging a New York corporation into a Florida corporation is that the initial entity’s rights, assets, privileges, and liabilities will automatically transfer to the merged business – assuming that everything has been done correctly, that is.

The business will be regulated by the Florida Business Corporation Act (FBCA) after merging the New York corporation into a Florida corporation. However, it might still need to follow the rules of the New York Business Corporation Law (NYBCL) if the company has a foreign qualification or otherwise still has a taxable connection (nexus) in that state. Be sure to talk to our corporate law attorney about this during your consultation.

Yes, it is possible to merge a New York corporation into a Florida corporation, effectively relocating the company. For more, see Section 907 of the NYBCL. New York LLCs can also use reincorporation mergers to relocate to a new state.

No. During this process, your New York entity will be absorbed (not dissolved) into the C or S corporation that we form in Florida for its reincorporation merger. Some non-attorney sources incorrectly claim that dissolving a business is a necessary step to relocating the entity to a new state, but this is not the case. Dissolution only leads to liquidation and should only be pursued when it’s time to close the company for good.

The IRS handles this matter on a situational basis. Generally speaking, though, a company may be allowed to continue using its original EIN after relocating to a new state if certain conditions are met. For example, the C or S corporation’s continuity cannot be interrupted during its relocation and no other changes can be made to the business, either. It must be essentially the same entity that existed before.

The specific steps required to merge two corporations from different states will depend on several different factors unique to each business. What follows is only a general outline of our process and not a substitute for actual legal advice, nor should it be treated as instructions for merging a New York corporation into a Florida corporation. Please schedule a consultation with our attorney for guidance customized for your company’s needs.

All of our firm’s relocation projects start with a review of the client’s business. This not only ensures that a reincorporation merger is a viable option for them, but also gives us the information that our corporate legal team needs to draft a plan for the company’s relocation to Florida.

We provide comprehensive support throughout the process of merging a New York corporation into a Florida corporation, including:

• 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 York 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

When working with our firm, your New York C or S corporation can relocate to Florida in about two or three months thanks to expedited filings and our own refined practices. We’ve helped reorganize over 140 companies into Florida entities, and that experience means that we know how to make your move as expedient as possible while still protecting your business.

Attempting to merge your own New York corporation into a Florida corporation without legal guidance, however, comes with no assurance that the project will be completed on a reasonable timeline. Mistakes can set things back for months, if not longer, as each state agency will need several weeks minimum of processing time. Because we know how to get your paperwork right on the first draft, you don’t need to worry about delays ruining your business’s relocation when partnering with us.

Each state sets its own filing fee for merger documents. Florida’s fee is $35.00 and New York’s fee is $60.00. Before those can be filed, however, you’ll need to set up a Florida corporation first, which will cost $70.00. This comes to a total of $165.00 in initial filing fees alone. Keep in mind that those costs will only grow higher if you need to correct any documents or worse, accidentally push your C or S corporation into noncompliance with government agencies.

FL Patel Law PLLC offers its LLC and corporate relocation services on a flat fee basis determined by the client’s unique needs and the complexity of the move itself. Schedule an initial consultation with our attorney now to get a quote for your merger. Let us focus on the technicalities so that you can focus on your business.

To safely and successfully merge a New York corporation into a Florida corporation, the person or legal team in charge of the transition needs to have a deep understanding of the laws in both states. Working with a corporate law firm like us is a vital part of preventing delays, additional costs, and even your company’s liquidation.

Some of the general risks of attempting a merger on your own without the proper legal guidance include:

• Noncompliance with state laws
• Revocation of the New York 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.

These are just some of the problems that you can encounter when merging a business without our law firm’s oversight and expertise.

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.

A project as significant as merging a New York corporation into a Florida corporation can pose many challenges to both you and your business. Hiring an attorney like ours is the best way to avoid interruptions and other unwanted surprises when relocating your company to Florida by way of a reincorporation merger.

1. A reincorporation merger can potentially remove your C or S corporation’s original nexus, or taxable connection, to New York. If this is the case, then your company can avoid filing paperwork with the State of New York ever again.

2. After we merge your New York corporation into a Florida corporation, you can work together with Florida professional accountants, attorneys, and other service providers from all over the Sunshine State.

3. Our clients enjoy a smooth transition from one state to another when they hire us to manage their merger of a New York corporation into a Florida corporation.

4. Your company’s newly drafted Florida Articles of Incorporation will automatically replace the C or S corporation’s original New York Articles of Incorporation, which helps ensure your company’s continuity.

5. The value of the C or S corporation’s stock and the amount of stock owned by each shareholder will not be changed by the reincorporation merger. During this process, real estate and other property rights will automatically transfer to the Florida entity. 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 York entity’s name for any pending legal procedures or actions.

6. The corporation’s owners don’t need to live in Florida.

7. Your business can break its taxable connection (also known as a nexus or economic nexus) to New York after merging into a Florida C or S corporation.

8. Because the company’s continuity will be protected, merging your New York corporation into a Florida corporation allows the resulting entity to continue using the same EIN when satisfying tax responsibilities as it did in its previous state.

9. Merging a New York corporation into a Florida corporation also allows the resulting entity to keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it had in New York, too. However, careful planning should be undertaken to ensure that this is the case.

Moving a C or S corporation to Florida from a high-tax state like New York will almost certainly impact what your company pays at the state level, although the specific changes will vary from business to business. Our legal team can only provide general information on this subject matter, so talking to your tax professional about your reincorporation merger is essential. Some topics of discussion for that consultation might include:

• State Income Tax: The fact that Florida has no income tax at the state level is highly appreciated by business owners and entrepreneurs. By merging your New York corporation into a Florida corporation, you might be able to save your company some money in this area. Federal reporting requirements remain unaffected.

• Franchise Tax: Franchise tax is yet another responsibility that your company might be able to shed by going through a reincorporation merger into a Florida entity. Your C or S corporation will need to close any account with the New York State Department of Taxation and Finance and file final returns if necessary.

• Nexus: Also known as a taxable connection, a nexus is established in any state that a business has a physical presence, employees, or substantial activities in. If your C or S corporation still has a nexus in New York after relocating to Florida, then the tax laws in both states will apply.

After relocating, our attorney meets with our domestication and merger clients to answer any final questions or concerns that remain. They also receive a post-merger checklist that helps familiarize them with their new responsibilities as Florida business owners.

As a corporate law firm, we offer a suite of services that are highly beneficial, if not necessary, to running a business in Florida. This means that we are fully equipped to support your business both during and after its relocation. Attorney Patel’s experience as both an entrepreneur has given him a rare level of insight into transactions of this nature.

The potential dangers involved in merging your own New York corporation into a Florida corporation should be averted at all costs. 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.

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 York corporation into a Florida corporation by calling (727) 279-5037 or by reserving a time using our online calendar.

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