How to Convert, Domesticate, or Merge a West Virginia Corporation into a Florida Corporation

Relocating, Domiciling, Transferring, Converting, or Merging a West Virginia Corporation into a Florida Corporation

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

• Domicile a West Virginia corporation to Florida;
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• West Virginia corporations

Table of Contents

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

We frequently hear from clients who want to relocate a corporation to Florida from another state. When said corporation was formed in a state that doesn’t allow for statutory conversion or domestication, we like to use a process known as a “reincorporation merger” to change their business into a Florida entity.

Many challenges and dangers can arise when trying to move a company across state lines. FL Patel Law PLLC has successfully reorganized over 140 businesses into Florida entities, which is why you can trust us to have the knowledge and expertise needed to safely merge a West Virginia corporation into a Florida corporation.

Reading this page will help you understand the process that our firm has developed to relocate a corporation from one state to another, plus how that process can save our clients time and money along the way. It also has some vital warnings about the risks involved in trying to merge a West Virginia corporation into a Florida corporation without a lawyer’s oversight.

An attorney’s help with merging a West Virginia corporation into a Florida corporation helps set the foundation for a safe and seamless transition from state to state. Without the right legal guidance, your company could be exposed to dangers ranging from fines to the accidental liquidation of your business.

Reincorporation mergers are a legal process that can be used to move a business from one state to another. This is accomplished by creating a corporation in the destination state that the existing entity is then merged into, maintaining its continuity.

Moving your business by merging a West Virginia corporation into a Florida corporation also allows the business to retain the same corporate identity. This helps the business keep the same relationships, contracts, and licenses as a Florida entity that it had as a West Virginia entity.

The West Virginia corporation’s rights, assets, privileges, and principles will similarly transfer over to the resulting Florida entity along with any pending lawsuits or liabilities. That resulting entity’s name may, however, replace the original entity’s name for the purposes of any of these legal proceedings.

As a Florida entity, your business will be governed by the Florida Business Corporation Act (FBCA). That said, the West Virginia Business Corporation Act (WVBCA) could continue to apply to some businesses, such as those with a foreign qualification or nexus in West Virginia. Talk to our corporate attorney about this during your initial consultation.

Yes, the West Virginia Code (WVC) lets domestic corporations merge with foreign corporations under Section 31D-11-1102. This process is also available to West Virginia LLCs.

Even if your company can’t continue doing business in West Virginia after its reincorporation merger, that doesn’t mean that it has been dissolved. Only the business’s domicile should change if the process is executed the right way. That said, certain mistakes could lead to liquidation when merging a West Virginia corporation into a Florida corporation.

To keep using the same EIN, the Internal Revenue Service (IRS) must consider the business to be the same entity both before and after its reincorporation merger. Upon reaching their decision, they issue a private letter ruling to the company in question. Two of the most important factors here are protecting your business’s continuity and making sure that there are no changes to its corporate identity other than its new domicile. This is another way that an attorney can be helpful when merging a West Virginia corporation into a Florida corporation.

Hiring our corporate law firm to merge your West Virginia corporation into a Florida corporation means that you can benefit from our legal team’s collective experience and highly refined internal processes. What follows is an overview of the core elements of that process and should not be used as instructions to relocate your business to Florida. For guidance that can account for your company’s unique needs, schedule your initial consultation with us now.

Every corporate relocation starts with an initial consultation with Attorney Patel. Once he’s learned more about their goals for relocating their company, we review their business to confirm its eligibility to reincorporate into a Florida business. At this stage, we also gather the information that we need to develop a strategy to transfer it to Florida while keeping its continuity and corporate identity safe and sound.

Working with Attorney Patel to merge your West Virginia corporation into a Florida corporation means that you can enjoy a wide range of tailored legal services that include:

• 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 West Virginia 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

We can relocate your business to Florida as quickly as possible thanks to our wealth of experience handling corporate transitions from state to state. Under most circumstances, we can accomplish this in between two and three months. However, more time might be needed depending on the size of the business and its assets.

Remember that even small errors with your documents can cause big delays when merging a West Virginia corporation into a Florida corporation, especially if they lead to more filings or other legal issues. State agencies in Florida and West Virginia will each need several weeks at least to process your paperwork. They sometimes face delays of their own due to short staffing, backlogs, and other problems, so getting your filings right on the first try is essential.

Before a merger can take place, a Florida corporation has to be created, which will cost $70.00. As for the fees associated with the actual merger documents, Florida charges $35.00 and West Virginia’s fees start at $25.00, so you can expect to pay at least $130.00 just to have the necessary filings taken care of. In addition to any other required expenses, remember that mistakes can result in a higher total, too.

We provide our clients flat fees for reincorporation merger projects. The specific cost is based on the specific demands of that company’s relocation. Schedule your initial consultation with us now to get a quote to merge a West Virginia corporation into a Florida corporation.

An incorrectly executed reincorporation merger can cause problems that could follow both you and your business for years to come. When merging a West Virginia corporation into a Florida corporation, an attorney can help avoid problems ranging from fines to dissolution and much more.

You could encounter some of the following problems if you try to move your business across state lines without an attorney around to keep you and your company safe:

• Noncompliance with state laws
• Revocation of the West Virginia 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. 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.

Keep in mind that this is not a comprehensive list of the risks involved with merging a West Virginia corporation into a Florida corporation without legal counsel.

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.

Working with a corporate lawyer is the best way to make sure that your company is equipped with the knowledge and skills that it needs for a successful relocation. They can apply their professional expertise towards ensuring a seamless and secure transition when merging a West Virginia corporation into a Florida corporation.

1. You won’t need to file with the State of West Virginia after moving your business to Florida if your reincorporation merger removes your company’s nexus (taxable connection) in its original formation state.

2. You can collaborate with Florida professional accountants, attorneys, and other important service providers after merging your West Virginia corporation into a Florida corporation.

3. Using a reincorporation merger to move your company from West Virginia to Florida helps avoid delays and interruptions.

4. Your business’s original incorporation documents will be replaced by Florida Articles of Incorporation without any negative impact to its continuity. This helps ensure that the Florida entity can retain the same corporate powers, rights, benefits, exemptions, privileges, and principles that it had as a West Virginia entity.

5. There won’t be any changes to your corporation’s stock or the amount held by each shareholder. The original entity’s real estate and other property rights will transfer to the merged corporation, as will any liabilities and lawsuits. The new corporation’s name may be used in place of the West Virginia corporation’s name in the case of any pending legal procedures or actions.

6. The corporation’s directors and shareholders don’t need to reside in Florida in order to merge a West Virginia corporation into a Florida corporation.

7. You could remove your company’s taxable connection (nexus) in West Virginia by using a reincorporation merger to change it into a Florida entity. As a result, you might end up with a lower tax burden at the state level. However, you should talk to your tax professional to confirm this and learn more about the tax implications of your company’s move, as the specifics will be different for each corporation.

8. Merging a West Virginia corporation into a Florida corporation allows you to keep using the same EIN.

9. The resulting Florida corporation will also be able to keep using the same bank accounts, taxpayer ID, operations, and contracts that it did as a West Virginia corporation, too.

The tax consequences of moving a corporation from one state to another will vary from business to business. Because our legal team can only give some limited guidance in this area, finding a reliable tax professional to assist with your reincorporation merger is just as important as an attorney’s guidance. Some common tax matters that you might want to talk to them about could include:

• State Income Tax: Escaping your previous state’s tax burdens is just one way that you could save money when you merge a West Virginia corporation into a Florida corporation. For example, Florida has no state income tax for businesses or business owners.

• Franchise Tax: Florida businesses don’t need to worry about a state franchise tax, either. The corporation should close its account with the West Virginia Tax Division and file final returns if necessary.

• Nexus: A corporation has a nexus, or taxable connection, in any state where it has a physical presence, employees, or conducts substantial activities. If your corporation still has a nexus in West Virginia after its reincorporation merger, then it will still need to follow West Virginia tax laws.

At the project’s conclusion, Attorney Patel hosts a comprehensive consultation with our client so that any remaining questions can be answered. They are also given a helpful post-merger checklist that they can use to navigate through some of their new responsibilities as Florida business owners.

The benefits of working with our law firm don’t have to end after we’ve finished merging your West Virginia corporation into a Florida corporation. We offer a wide range of legal services and corporate solutions, and Attorney Patel’s unique insight as both a lawyer and an entrepreneur means that he can help guide your business through any number of legal matters.

Remember that without an attorney’s help, you could face wasted time, expensive fines, and threats to your company’s very existence when you merge a West Virginia corporation into a Florida corporation. By trusting your reincorporation merger to our legal team, you’ll have more time and energy to focus on what matters most: actually running your business. Schedule your initial consultation with us now to start.

Is your West Virginia corporation ready to join us in Florida? Don’t risk breaking your business’s stride — to relocate to get assistance from an experienced business domestication attorney by calling (727) 279-5037 or by scheduling a consultation through our online calendar.

Image by Enrique Ramos Lopez from Canva Pro.