Can You Relocate or Convert a South Dakota LLC to a Florida LLC?

Can You Relocate or Convert a South Dakota LLC to a Florida LLC?

Transferring or Converting a South Dakota LLC to a Florida LLC

Florida is an excellent state for business owners. The good news is that Florida offers multiple avenues to businesses from out-of-state to become Florida businesses. For LLCs, including South Dakota LLCs, our favorite of these options is known as conversion. However, in order to qualify for a conversion, the LLC’s origin state needs to have reciprocal laws authorizing the move. For a complete list of the conditions required by Florida law, please see Chapter 605 of the Florida Revised Limited Liability Company Act. Corporations looking to relocate to Florida should instead pursue corporate domestication.

What Happens During a Conversion? 

Conversions are our firm’s favored method for relocating an LLC to Florida because it won’t interrupt the company’s continuity, which means that you can keep doing business as usual during the move. The converted LLC won’t be a new or separate business — it will be the same entity that you had before, only now it will have Florida has its foundation state instead of South Dakota. This means that it can keep the same EIN, management structure, and property rights that it had back in South Dakota, too.

One exception here is your LLC’s name, in which case you’ll need to have an alternative or two in case the one you want is already taken by a business in Florida. To check the availability of your LLC’s name, you can run a quick name search on Florida’s Division of Corporation’s website.

Does South Dakota Allow LLCs to Become Florida LLCs? 

South Dakota LLCs can convert to Florida LLCs according to S.D. Codified Laws § 47-34A-910

(b) A limited liability company may become a foreign limited liability company pursuant to §§ 47-34A-911 to 47-34A-913, inclusive, and a plan of domestication, if: 

(1) The foreign limited liability company’s governing statute authorizes the domestication; 

(2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and 

(3) The foreign limited liability company complies with its governing statute in effecting the domestication. 

S.D. Codified Laws § 47-34A-910

How Do I Convert a South Dakota LLC to a Florida LLC? 

Converting your South Dakota LLC to a Florida LLC requires a good deal of paperwork. A Plan of Conversion is the first article that needs to be drafted. This document lays out the conversion process and must be approved by the LLC’s Members before moving forward. Next, you can file the paperwork required by the statutes in both states in both South Dakota and Florida. Be careful when doing so, as mistakes could lead to the dissolution of your business. 

What are the Effects of Converting a South Dakota LLC?

One of our favorite advantages to using a conversion to bring your South Dakota LLC to Florida is that it preserves your business during the move. This would not be the case if you dissolved your South Dakota LLC and started a new LLC in Florida from scratch. This is thanks to the fact that your initial formation documents will be immediately replaced by your Florida Articles of Organization once the latter have been filed. The Florida LLC retains the original business’s property rights, membership interests, and management structure. Lawsuits, liabilities, and other proceedings against the South Dakota will similarly transfer to the converted business. 

Should I Hire a Lawyer to Convert My LLC?

Mistakes during the conversion process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company.

Absolutely. An attorney is an invaluable asset for any business, especially during a conversion. Our firm has helped many businesses from across the country convert their LLCs to Florida LLCs, and as a result, we have a refined and efficient process for doing so. Let us help your South Dakota LLC convert to a Florida LLC today. 

Are you ready to take your South Dakota LLC down to its new base of operations in tropical Florida? Protect your business from undergoing dissolution or discontinuity by enlisting an experienced business conversion attorney by calling(727) 279-5037 or by visiting our flat fee service page.

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FL Patel Law PLLC is a boutique business law firm dedicated to entrepreneurs and companies.

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