Can You Relocate, Convert, or Merge a West Virginia LLC into a Florida LLC?

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

Updated: June 24, 2024
Reading Time: 10 Minutes

Objectives:

• Domicile a West Virginia Limited Liability Company (LLC) to Florida;
• Maintain the same EIN and identity of the LLC; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• West Virginia Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion, Merger, or Domestication?
• Does West Virginia Allow LLCs to Move Out of State?
• Is My West Virginia Entity Dissolved?
• Do I Need To Get a New EIN if I Move My Company to Florida?
• How Does FL Patel Law PLLC Merge My West Virginia LLC into a Florida LLC?
• How Long Does It Take To Relocate a West Virginia LLC to the State of Florida?
• What Are the Costs Involved in Relocating My West Virginia LLC to the State of Florida?
• What Are Some of the Risks Associated With a Merger Gone Wrong?
• Increase Your Chances of a Successful Relocation
• What Are the Benefits of Merging My West Virginia LLC into a Florida LLC?
• What Are the Tax Implications of Merging My West Virginia LLC into a Florida LLC?

There are many ways that business owners can benefit by relocating to Florida from states like West Virginia, such as a lack of a state income tax. Of course, our state has many other pro-business policies that entrepreneurs can take advantage of as well. While West Virginia doesn’t authorize statutory conversions or domestications, LLC owners can still relocate to Florida by using a legal process commonly known as a “reincorporation merger.”

Moving a company from one state to another can seem like a challenging prospect when you consider the various risks of proceeding without legal counsel. However, FL Patel Law PLLC’s guidance can make all the difference when it comes to securing your business’s conversion from a West Virginia LLC into a Florida LLC. 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 page will give you a general overview of the procedure that our legal team uses to merge a West Virginia LLC into a Florida LLC and explain how that process can save time and money during your relocation. It also has some critical information about the risks that you and your company can be exposed to if you don’t have a lawyer around to help with compliance and other legal matters.

The consequences of a mismanaged reincorporation merger can be a major threat to both the company and its owners during this transition period. Your business could even be accidentally dissolved if you don’t know exactly what you need to do when merging a West Virginia LLC into a Florida LLC. An attorney’s assistance is the best way to keep your company safe while relocating it from one state to another.

A reincorporation merger gives companies a way to move from one state to another by changing their formation state when other methods like statutory conversion or domestication aren’t an option.

This is done by first creating a Florida entity that the existing business will merge into, letting it relocate without interrupting its continuity. This process also preserves the LLC’s corporate identity. Only its domicile will be changed by its reincorporation merger. As a result, the West Virginia LLC’s rights, assets, privileges, and liabilities will be carried over to the reincorporated entity. The merged LLC’s name may replace the original business’s name for the purposes of any existing legal proceedings.

The Florida Revised Limited Liability Company Act will become the governing law for your business after its reincorporation merger. However, the West Virginia Uniform Limited Liability Company Act could still apply to your entity under certain conditions, such as if it has a foreign qualification or nexus (taxable connection) in its original formation state. Talk to our attorney about this during your initial consultation with our firm.

West Virginia LLCs can relocate to other states by undergoing a reincorporation merger thanks to Section 31B-9-904 of the West Virginia Code. This process is also available to West Virginia corporations.

Merging your West Virginia LLC into a Florida LLC won’t dissolve your original entity unless mistakes are made along the way, which is another reason that you should work with an experienced attorney when moving a business from one state to another. The LLC continues to exist as it did before, except that it has now been absorbed into the Florida LLC that we established for these purposes. Dissolution isn’t a part of the relocation or reincorporation process, either, despite what some incorrect online sources might claim.

Although determined on a case-by-case basis, the Internal Revenue Service (IRS) will generally allow a company to keep using the same EIN after reincorporating into an entity in another state under certain circumstances. Most importantly, they must consider the business in question to be the same entity both before and after undergoing its reincorporation merger. This requires protecting the business’s continuity and corporate identity at all costs when merging a West Virginia LLC into a Florida LLC.

Our legal team’s experience means that we can quickly adapt to the unique needs of your company’s reorganization from a West Virginia LLC into a Florida LLC. Every reincorporation merger comes with its own specific steps and requirements, but you can review how we address the core components of the process below. Keep in mind that what follows should not be used as instructions for moving your company. For our help with relocating your business to Florida, schedule your initial consultation with Attorney Patel now.

Partnering with our law firm for your entity’s reincorporation merger starts with an initial consultation and a review of the client’s company. This gives us a stronger understanding of their goals for relocating their company and allows us to confirm that the entity qualifies for statutory conversion in the first place. We also use the information gathered at this stage to draft a plan for merging the West Virginia LLC into a Florida LLC.

You and your business can benefit from the following services and more when you hire our corporate law firm to manage your LLC’s reincorporation merger from a West Virginia LLC into a Florida LLC:

• Drafting the Plan of Merger and other documents necessary to merge the West Virginia LLC into a Florida LLC
• 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 LLC’s operating agreement and other corporate documents to reflect the entity’s merger from a West Virginia LLC into a Florida LLC
• A comprehensive consultation to address final concerns and questions

Thanks to our firm’s experience and refined inner processes, we can merge a West Virginia LLC into a Florida LLC on the fastest timeline possible. Under most circumstances, we can accomplish this type of relocation in about two or three months, but more time might be necessary depending on the size of the company and its assets.

Working with an attorney is an essential part of keeping your company’s conversion from a West Virginia LLC to a Florida LLC on schedule. West Virginia and Florida state agencies will each need at least several weeks to process your LLC’s conversion documents, and these agencies also face delays themselves at times because of staffing issues and other problems. This means that any mistakes that require filing your documents a second time can easily lead to costly setbacks.

Forming the Florida LLC that your West Virginia LLC will merge into will cost $125.00. As for the actual merger documents, both Florida and West Virginia charge a $25.00 filing fee, so you can expect to pay at least $175.00 in processing fees alone. In addition to other necessary expenses, be aware that mistakes with your paperwork can come with expensive consequences beyond repeated filing fees as well.

We provide flat fees for clients who come to us for help relocating their companies to Florida from another state. These fees are based on the challenges posed by that particular project. Schedule your initial consultation with us now to get a quote for merging a West Virginia LLC into a Florida LLC.

Successfully completing a reincorporation merger is a complicated process that can have many unanticipated roadblocks for business owners who attempt this on their own. A lawyer’s guidance is your best hope when it comes to preventing the kinds of problems when merging a West Virginia LLC into a Florida LLC.

Without an attorney looking out for your best interests, this transition could result in problems that include, but aren’t limited to:

• Noncompliance with state laws
• Revocation of the LLC’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of business continuity
• Loss of limited liability protection
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – Depending on the LLC’s tax structure, its members could end up paying income taxes on appreciated assets if they make any errors during the merger. For instance, if an asset that was worth $100,000 at the company’s founding is now worth $1 million, and the company is mistakenly dissolved or liquidated, then the members could be taxed on the gained value.
• Title of Asset Issues – Another benefit of merging a West Virginia LLC into a Florida LLC is that asset titles will automatically transfer over to the resulting entity – that is, assuming the merger was handled correctly. This can make it difficult to prove ownership of those assets, which can cause major headaches when trying to sell a company, among other problems.

Keep in mind that, despite its length, this is not a comprehensive list of the risks involved with an improperly conducted reincorporation merger.

Our firm has helped relocate over 140 businesses to Florida, and that undeniable track record means that your company is in safe hands when you hire us to merge your West Virginia LLC into a Florida LLC.

Without an attorney’s assistance with converting a West Virginia LLC into a Florida LLC, there’s no way to guarantee that your company will be able to successfully relocate while avoiding fees and other penalties. Our legal team knows exactly what steps to take in order to prevent any problems from arising while relocating your business.

1. You won’t ever need to file with West Virginia ever again if your company’s relocation removes its nexus (taxable connection) in its original formation state.

2. As the owner of a Florida LLC, you’ll be able to connect and collaborate with Florida professional accountants, attorneys, and other service providers.

3. Your LLC won’t encounter any delays or interruptions when using a reincorporation merger to move it from West Virginia to Florida.

4. The West Virginia LLC’s initial formation documents will be replaced by Florida Articles of Organization drafted by our corporate law firm. This is a part of ensuring that your Florida LLC will be able to continue to benefit from the same powers, rights, benefits, exemptions, privileges, and principles that it did as a West Virginia LLC.

5. Membership interest won’t be changed by reincorporating a West Virginia LLC into a Florida LLC. It won’t impact the company’s property rights, such as real estate, either. These rights will transfer over to the resulting entity automatically, as will any liabilities and lawsuits. For any pending legal proceedings, the company’s former name can be replaced with that of the resulting Florida LLC.

6. The LLC’s members don’t need to live in Florida in order to move their company here from West Virginia.

7. Going through a reincorporation merger could potentially remove your entity’s nexus (taxable connection) in its original formation state. As a result, you might have a lower tax burden at the state level after moving your business to Florida. Talk to your tax professional about this, as every business’s circumstances will be different.

8. You don’t need to get a new EIN for your business after its reincorporation merger from a West Virginia LLC into a Florida LLC.

9. Your Florida LLC can keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts that it used as a West Virginia LLC. However, careful planning should be undertaken before starting your company’s reincorporation merger to ensure that this is the case.

The tax implications of moving an LLC to a new state will vary from business to business, much like the other factors involved in its relocation. We can only give you some general information when it comes to taxes, so working with your chosen tax professional is just as important as teaming up with an attorney to merge your West Virginia LLC into a Florida LLC.

• State Income Tax: One difference between Florida and West Virginia is that Florida doesn’t have its own income tax for corporations or business owners. Federal income tax responsibilities, of course, will still apply.

• Franchise Tax: Florida doesn’t have a franchise tax, either, which can lead to additional savings. The LLC will need to close its account with the West Virginia Tax Division and file final returns if necessary.

• Nexus: West Virginia tax laws could continue applying to your company if it still has a nexus there after its reincorporation merger. Nexus is generally established when a company has a physical presence, employees, or substantial activities in a particular state.

After finalizing the company’s merger from a West Virginia LLC into a Florida LLC, Attorney Patel meets with our client to answer any questions that remain about their project. During this meeting, they are also given a post-merger checklist that will help introduce them to some of their new responsibilities as Florida business owners.

Attorney Patel’s unique insight as both a lawyer and an entrepreneur can be the deciding factor when it comes to ensuring a successful move from state to state. Keep in mind that our law firm can continue to be a powerful resource even after your reincorporation merger, as we offer a suite of services designed to make life easier for Florida business owners.

Trying to navigate the complexities and possible dangers of a reincorporation merger without an attorney places your company at unnecessary risk. By trusting your conversion 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 relocation, too. Schedule with us now to get started.

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

Image by Enrique Ramos Lopez from Canva Pro.