How Our Attorney Can Help Convert, Domesticate, or Merge an Ohio Corporation into a Florida Corporation

Relocating, Transferring, Converting, Domesticating, or Merging an Ohio Corporation into a Florida Corporation

Posted: June 24, 2024
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Ohio C Corporations
• Ohio S Corporations

Table of Contents

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

Corporations from across America are relocating to Florida to take advantage of the fact that we have no state level income tax and many other unapologetically pro-business policies. One way to make this type of move happen is known as a reincorporation merger. This method is especially relevant to businesses coming from states that don’t authorize statutory conversions or domestications, such as Ohio.

Using a reincorporation merger to change an Ohio corporation into a Florida corporation poses many dangers to those who take this project on without an attorney’s help. The good news is that FL Patel Law PLLC’s experienced legal team can help relocate your company without delays or other issues. 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 will explain the steps our firm takes to relocate C and S corporations to Florida, as well as 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 to merge an Ohio corporation into a Florida corporation without an attorney’s assistance.

The steps and precautions required to relocate a company to Florida can vary greatly depending on the states involved and the entity’s specific needs. Some mistakes could even liquidate your C or S corporation. Keep reading for more about what can go wrong if you try to merge an Ohio corporation into a Florida corporation without a lawyer’s help.

A reincorporation merger can be a great alternative for companies that want to relocate to Florida from states that don’t allow other methods. It’s especially convenient when compared to dissolving your original business and reincorporating as a new entity in another state.

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.

In addition to preserving the entity’s corporate identity, using a reincorporation merger to change your Ohio corporation into a Florida corporation won’t interrupt the business’s continuity. This allows the C or S corporation to maintain important relationships, contracts, and licenses that are vital to your business operations. The Ohio corporation’s rights, assets, privileges, and liabilities will similarly transfer into the resulting entity.

The Florida Business Corporation Act (FBCA) will take over as your company’s regulating law after its domestication. However, the rules of the Ohio General Corporation Law (OGCL) could still apply to your company under certain circumstances, such as if your entity has a foreign qualification or nexus in that state. Talk to our corporate attorney about this during your meeting together to ensure that your company stays in compliance.

Although Ohio does not allow for statutory conversions or corporate domestications, it’s still possible for an Ohio entity to relocate to Florida by merging an Ohio corporation into a Florida corporation under Section 1701.78 of the Ohio Revised Code (ORC). An Ohio LLC can become a Florida LLC by using a similar process, which you can read more about here.

Your reincorporation merger won’t dissolve your Ohio entity unless mistakes are made because the project was handled without a trusted attorney’s oversight. Instead, the Ohio entity is “absorbed” into the Florida C or S corporation that our firm sets up on your behalf. In other words, the resulting enemy is the same one that existed before, just with a new official state of formation. Dissolution will only lead to the liquidation of your company, and should only be pursued accordingly.

The Internal Revenue Service (IRS) will decide this based on the specifics of your company’s relocation. Hiring our corporate law firm to merge your Ohio corporation into a Florida corporation can help secure the continued use of your company’s original EIN. That’s because we know how to satisfy the IRS’s requirements, which include vigilantly protecting the business’s continuity and corporate identity at each and every step.

The specific steps needed to relocate a company to a new state are determined by factors unique to the business and the states involved in the relocation. What follows is a general overview of how we can help clients merge an Ohio corporation into a Florida corporation – not instructions for doing so. For that level of personalized guidance, you’ll need to schedule an initial consultation with our corporate domestication attorney.

No matter the method chosen, all of our relocation projects start with an initial consultation and a review of our client’s business. This serves many purposes, the first of which is to confirm the entity’s eligibility. However, it also gives us the fundamental information that we need to create a strategy for moving the company to Florida without delays, interruptions, or other unwanted surprises.

The dedicated support that our clients receive when they hire us to merge an Ohio corporation into a Florida corporation includes:

• 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 Ohio 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

Our legal team’s expertise enables us to relocate C or S corporations to Florida in about two or three months thanks to expedited filings and our own refined processes. 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 without sacrificing the security or ease of your transition.

Hiring our attorney to manage your company’s conversion from an Ohio corporation into a Florida corporation is a critical part of keeping your company’s move on schedule. The state agencies responsible for this paperwork need several weeks of processing time each, so any mistakes you make could set your company’s move back significantly. Our collective experience means that we know just how to prevent setbacks, delays, and worse from impacting your merger.

Before any actual merger documents can be filed, a Florida corporation must first be formed for the Ohio entity to merge into, which will cost $70.00. Next come the filing fees for the merger itself. Florida charges $35.00 for this and Ohio charges $99.00, so you’ll need to pay $204.00 just to have each state look over and approve your paperwork. Of course, that will just be the start of your move’s expenses, especially if you need to correct any mistakes along the way.

FL Patel Law PLLC provides flat fees for all of our corporate and LLC relocation services. The exact cost is determined by the client’s needs and the states involved in the move. Schedule your consultation now to get a quote for merging your Ohio corporation into a Florida corporation. Let us focus on the technicalities so that you can focus on your business.

Reincorporation mergers are complex transactions that can cause a lot of trouble for both the corporation and its owners if they lack the necessary attention to detail and legal expertise. The best way to make sure that your company has what it needs for a successful move is to work with a law firm like ours. We know how to stop problems before they can ever pose a threat to your company.

Unless you have the right legal guidance to keep you and your company safe, trying to merge an Ohio corporation into a Florida corporation can result in:

• Noncompliance with state laws
• Revocation of the Ohio 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.

Remember, these are only some of the risks of going forward with this project without an attorney’s assistance.

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.

Only an attorney can be trusted to have the skills and knowledge necessary to safely relocate a corporation to a new state without causing additional problems. Don’t risk all the hard work that’s been invested into your business by attempting your business’s relocation project without the proper oversight.

1. If merging your Ohio corporation into a Florida corporation removes your business’s nexus in that state, then your company will never need to file with the State of Ohio again.

2. Bringing your business to Florida means that you can collaborate with Florida professional accountants, attorneys, and other service providers after merging your Ohio corporation into a Florida corporation.

3. Relocating your company with a relocation merger through our firm means that you can enjoy a smooth transition to Florida without delays, interruptions, or other problems.

4. The Ohio entity’s incorporation documents will be immediately replaced by Florida Articles of Incorporation drafted by our firm when you work with us to merge your Ohio corporation into a Florida corporation.

5. The number of shares issued by the company and the value of those shares won’t be changed by your company’s relocation merger. Real estate rights, other property rights, and liabilities will also transfer over to the merged entity unaffected.

6. The C or S corporation’s directors and shareholders don’t need to live in Florida.

7. Reorganizing your company as a Florida entity can remove your C or S corporation’s taxable connection (AKA nexus) to Ohio, potentially lowering your company’s tax burden at the state level.

8. Merging an Ohio corporation into a Florida corporation allows the resulting entity to keep using the same EIN to report and pay taxes. This is possible because the resulting entity will have the same corporate identity as the Ohio corporation.

9. Another convenience offered by relocation mergers is that they also let companies keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that they did before their move. However, careful planning must be done to make sure that this is the case when merging an Ohio corporation into a Florida corporation.

The tax implications of merging an Ohio corporation into a Florida corporation should not be underestimated – but they aren’t always going to be a bad thing for your company, either. Because we can only give some limited guidance on these matters, you should also be sure to bring your tax professional on board for this project, too. Some common things to bring up in your consultation with them are:

• State Income Tax: State income tax is just one of the ways that your company can save money by becoming a Florida entity. That’s because Florida, unlike Ohio, has no state income tax. Of course, federal income tax requirements will not go away as a result of converting an Ohio corporation into a Florida corporation.

• Franchise Tax: Franchise is another tax faced by corporations from around the country that Florida does not force upon its resident companies. However, the C or S corporation will need to close any account with the appropriate Ohio State agencies and file final returns if necessary.

• Nexus: A nexus is a business’s taxable connection to a specific state. Generally, nexus is established when a company has a physical location, employees, or substantial activities in that state. If your company’s Ohio nexus isn’t removed after merging the Ohio corporation into a Florida corporation, then the resulting entity will need to follow the tax laws in both states.

Merging an Ohio corporation into a Florida corporation through our firm concludes with a final, comprehensive consultation with Attorney Patel. In addition to getting answers for any remaining questions, they are also provided with a post-merger checklist to help them learn more about their new responsibilities.

As a corporate attorney and an entrepreneur himself, Attorney Patel has helpful and relevant advice for businesses regardless of their size or industry. Plus, our corporate law firm offers a full suite of services designed to make life easier for Florida business owners.

Trying to merge two companies together across state lines can place your company’s future in jeopardy unless you have a lawyer’s assistance with your relocation project. 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 move, 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 an Ohio corporation into a Florida corporation by calling (727) 279-5037 or by reserving a time through our online calendar.

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