Can You Domesticate a Utah Corporation to Florida?

Can You Domesticate a Utah Corporation to Florida?

Domesticating or Relocating a Utah C or S Corporation to Florida

As a staunchly pro-business state, Florida attracts the attention of corporations, consultants, and other entrepreneurs from across the country. The good news is that our state offers qualifying corporations a way to painlessly relocate their businesses to Florida known as domestication. A similar process exists for LLCs, known as statutory conversion. For more on relocating your business to Florida, contact our firm today. 

What Happens When My Utah Corporation Domesticates to Florida?

One of the prime advantages to domestication is that it presents a way for foreign corporations (corporations formed outside the state of Florida) to become Florida corporations without interrupting the business’s continuity or forcing it to dissolve and reincorporate from scratch. After domesticating to Florida, your business will still be the same business that it was before, only now it will be treated as if it had formed here at its start. This is beneficial because it means that the business keeps the same ownership structure, tax election status, incorporation date, and EIN number that it had back in Utah. Still, your corporation might need a new name if the original is already used by a Florida entity. If you want to find out if your business’s name is available in Florida, then you can run a name availability search using the Florida Division of Corporation’s database. 

What are the Effects of Domesticating My Utah Corporation?

Other than changing your Utah corporation to a Florida corporation, domestication won’t have any major impacts or cause any disruptions to your business. There will be no changes to the pricing of the corporation’s stock, securities, or eligible interests, and shareholder rights — including the right to obtain new shares in the company — will be maintained under the Terms of Domestication, Florida Articles of Incorporation, and the FBCA. Debts, liabilities, obligations, lawsuits, and other proceedings against the Utah business will also carry over to the domesticated Florida entity.

Does My Utah Corporation Dissolve When Domesticating to Utah?

No, the integrity of your business is preserved during a properly-filed domestication. However, your domesticated Florida corporation loses the ability to do business back in Utah. If your corporation wants to do business outside of the Sunshine, it first needs to file a Foreign Qualification with those desired jurisdictions first.

How Long Does It Take to Domesticate My Utah Corporation to Florida?

Utah corporations without real estate can reasonably expect their domestications to be completed within four to twelve weeks. Corporations with more significant assets such as real estate will need to wait for their attorneys to review their business before a timeline can be obtained. 

How Do I Domesticate My Utah C or S Corporation to Florida?

Drafting a Plan of Domestication is the first order of business for the majority of corporations domesticating to Florida. This is a formal document outlining the domestication process. The exact requirements for what the Plan of Domestication needs to cover vary from state to state. However, most need to include the authorizing statutes from both states, company ownership, any expected changes to how your corporation will be taxed, and the transfer of rights and obligations. Once the Plan has been signed off on by the corporation’s shareholders and directors, then you’ll be able to make the remaining filings with state agencies in both Utah and Florida.

Be careful and strictly follow the instructions in both the Florida and Utah corporate domestication statutes. Failure to do so could cause major problems for your business, including potential dissolution.

Should I Hire FL Patel Law PLLC to Domesticate My Utah Corporation? 

Absolutely. When enlisting a lawyer to handle your corporate domestication, you want to find a firm such as our own that has years of experience working with businesses in myriad industries from across the country. We educate our clients, keep them updated every step of the way, and can even provide additional legal support and guidance in operating your corporation in Florida as well.

Corporate transactions often come with legal and tax implications. Mistakes during the domestication process could cause you to lose liability protection, discourage potential investors, or even the liquidation of your company. It’s always worth the effort to find a qualified lawyer to assist you.

Does Florida Permit the Domestication of Utah Corporations?

Florida permits the domestication of foreign corporations in situations where that corporation’s formation or origin state has similar laws authorizing the move. A full list of the conditions can be found in Section 607.0101 of the Florida Business Corporation Act (FBCA). Review this section very carefully. Mistakes here could cause dissolution.

Does Utah Allow Corporations to Domesticate to Florida?

Yes, in accordance with Section 16-10a-1101 of the Utah Code. 

(1) A domestic corporation may merge into another entity if: 

(a) the board of directors of the domestic corporation adopts and its shareholders, if required by Section 16-10a-1103, approve the plan of merger; and 

(b) any other entity that plans to merge approves the plan of merger as provided by the statutes governing the entity. 

Utah Code Ann. § 16-10a-1101

Florida has a lot to offer newly domesticated businesses — why not add yours to the list? Call (727) 279-5037 to speak with our corporate attorney or visit our consultation page to learn more about our domestication services.

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

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