Can You Relocate or Convert an Ohio LLC to a Florida LLC?
Transferring or Converting an Ohio LLC to a Florida LLC
While the Great Lakes can provide some great fishing and other opportunities for vacationing, it’s no secret that many residents of Ohio still make the trip to Florida to enjoy the world-class beaches that makeup Florida’s gulf coast. Take enough trips down here and chances are that you’ll want to make your move permanent. However, when business owners and other entrepreneurs decide to relocate to Florida, they usually want to know if they can take their businesses with them, or if they’ll be forced to start over from scratch in their new home state. One of the easiest ways to accomplish this is to employ something known as a statutory conversion when permitted by both states. For a complete list of the conditions required by Florida law, please see Chapter 605 of the Florida Revised Limited Liability Company Act. Still, you’ll want to confirm that Ohio allows LLCs formed in their state – known as domestic entities – to convert into foreign entities as well.
What Happens in a Conversion?
During a conversion, your Ohio LLC is transformed into a Florida LLC without the need to suspend your business operations or to reincorporate in your new state all over again. Nothing changes about your business save for its new jurisdiction. It’s the same business entity it always was, only now it’s considered to have been a Florida LLC since the beginning. Its federal employer identification number (FEIN), management structure, and any property rights that it holds remain the same before and after conversion. The only exception here is if your Ohio LLC’s name is already in use by a business in Florida. If it is, you’ll need to find a new one for the converted entity.
Does Ohio Allow Domestic LLCs to Convert to Florida LLCs?
Yes, LLCs formed in Ohio can be converted to Florida LLCs according to Section 1705.371 of the Ohio Revised Codes.
ORC §1705.371 Conversion of domestic limited liability company into another entity.
(a) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic limited liability company may be converted into a domestic or foreign entity other than a domestic limited liability company. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist.
How Do I Convert my Ohio LLC to a Florida LLC?
Usually, converting a foreign LLC to a Florida LLC begins by drafting a plan of conversion that explains how the business will be transferred to its new home. Then, once the plan has been approved of by the Ohio LLC’s Members, its time to draft and file the necessary paperwork with the respective agencies in both states. Make sure that you’re carefully following the steps prescribed by both Ohio and Florida state statutes – mistakes in the conversion process can cause major headaches or even result in discontinuity.
What Are the Effects of Converting my LLC from Ohio to Florida?
Using the statutory conversion process to transfer your LLC from Ohio to Florida brings your business to its new home without interruption or forcing you to make any major changes. Once effective, the Iowa Articles of Organization that you originally used to incorporate your LLC will be canceled out and replaced without delay by your new Florida Articles of Organization. Everyone retains the same ownership and other property rights that they did before, and the business’s management can go on without alteration, too.
But beware: any liabilities or lawsuits against the converting Ohio LLC will similarly be transferred to the Florida LLC without interruption. However, the Florida LLC’s name might be substituted in to help keep everyone on the same page.
Should I Work With a Lawyer to Convert My LLC?
Without a doubt – hiring an experienced business attorney to help with your conversion minimizes the chance of anything going awry during the process. We have worked with many businesses including consultants, service businesses, e-commerce businesses, and start-ups to help them relocate their headquarters to the state of Florida.
Sure, Cleveland rocks, but aren’t you ready to experience St. Petersburg and Tampa Bay? Don’t risk breaking your business’s stride — get assistance from an experienced business conversion attorney by calling (727) 279-5037, or if you are ready to convert, check out our flat fee service page.