Can You Relocate or Convert a Wisconsin LLC to a Florida LLC?

Relocating, Domiciling, Transferring, or Converting a Wisconsin LLC to a Florida LLC

Updated: August 30, 2023
Reading Time: 10 Minutes

Objectives:

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

Entities:

• Wisconsin Limited Liability Companies (LLCs)

Table of Contents

• What is a Conversion or Domestication?
• Does Wisconsin Allow LLCs to Move Out of State?
• Is My Wisconsin Entity Dissolved?
• Do I Need To Get a New EIN if I Domesticate My Company to Florida?
• How Does FL Patel Law PLLC Convert My Wisconsin LLC to a Florida LLC?
• How Long Does It Take To Complete a Domestication or Conversion to the State of Florida?
• What Are the Costs Involved in Domesticating My Wisconsin LLC to the State of Florida?
• What Are Some of the Risks Associated With a Conversion Gone Wrong?
• Increase Your Chances of a Successful Conversion
• What Are the Benefits of Converting My Wisconsin LLC to a Florida LLC?
• What Are the Tax Implications of Converting My Wisconsin LLC to a Florida LLC?
• Should I Work With Attorney Patel to Convert My Wisconsin LLC to a Florida LLC?

Relocating from Wisconsin to Florida doesn’t have to mean leaving your company behind in your old state. In fact, there are many advantages to moving a business to Florida, including our lack of a state income tax for businesses or individuals. Wisconsin LLCs might be able to make this move into a reality thanks to a legal process available through our state known as statutory conversion.

Without an attorney to help you navigate a project as complex as moving an LLC to a new state, both your company and its members could be exposed to any number of potential risks. FL Patel Law PLLC, however, is fully equipped to handle your company’s transition from a Wisconsin LLC to 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.

We made this article so that you can have a better understanding of what our firm does to convert a Wisconsin LLC to a Florida LLC, plus how our experience with these transitions can help keep both you and your company safe. In fact, working with an attorney to relocate your company can even save time and money as well. We were also sure to include some vital warnings about the potential consequences of attempting this process without an attorney’s guidance.

While fines and delays are obviously to be avoided, that’s not all that can happen if something goes wrong during your LLC’s statutory conversion. Unless you have help navigating the different legal requirements in each state, there’s a chance that you could accidentally dissolve your business instead of relocating it to Florida. With our attorney managing your company’s move from a Wisconsin LLC to a Florida LLC, you won’t need to worry about making the kinds of mistakes that could threaten its future.

Many states have laws on the books allowing LLCs to undergo statutory conversion. This can be used to move an LLC from one state to another by legally changing its state of formation. However, both of the states involved must have laws authorizing statutory conversion for this to take place.

This process is often referred to as “domestication,” “conversion,” or “transfer” when the entity is converting to a different state. These terms can often be used interchangeably.

Converting a Wisconsin LLC to a Florida LLC presents a convenient way to relocate your company without giving up its identity. This process won’t interrupt its continuity, either, which enables it to keep the same rights, assets, privileges, and liabilities after moving. The business’s relationships, contracts, and licenses can be similarly maintained.Converting a Wisconsin LLC to a Florida LLC presents a convenient way to relocate your company without giving up its identity. This process won’t interrupt its continuity, either, which enables it to keep the same rights, assets, privileges, and liabilities after moving. The business’s relationships, contracts, and licenses can be similarly maintained.

The Florida Revised Limited Liability Company Act will begin to govern your business as soon as it has converted from a Wisconsin LLC to a Florida LLC, but be aware that the Wisconsin Uniform Limited Liability Company Law may continue to affect your entity in some situations. A couple of these include having a nexus (taxable connection) or foreign qualification in Wisconsin after moving your company. This is a topic that you should bring up with Attorney Patel during your initial meeting together.

Wisconsin and Florida both allow statutory conversion. Specifically, the conversion of a Wisconsin LLC to a Florida LLC or other entity is authorized under Section 183.1041 of the Wisconsin Statutes. C and S corporations from Wisconsin also have a pathway to becoming Florida entities known as domestication.

Your company’s continuity will be protected every step of the way when you work with us to convert a Wisconsin LLC to a Florida LLC, which means that there’s no risk of dissolution along the way. Statutory conversion doesn’t dissolve your original entity, nor is it a necessary step of this process. Your company could be dissolved, however, if certain mistakes are made when relocating the company. An attorney’s oversight is the best way to make sure that these mistakes never happen.

Although determined on a business-by-business basis, the Internal Revenue Service (IRS) will typically allow a company to continue using the same EIN after changing its domicile as long as certain conditions are met. For example, there can be no interruptions to the business’s continuity while converting from a Wisconsin LLC to a Florida LLC. Additionally, the business cannot undergo any other changes besides its new domicile. This is yet another area where an attorney’s advice can make all the difference.

While all conversions will have their own unique steps and requirements, there is still a core set of shared procedures that they all must follow. Be aware that the following is a simplified overview of what we do to convert a company from one state to another. It should not be treated as instructions or advice for changing your Wisconsin LLC to a Florida LLC. For that kind of guidance, you’ll need to schedule an initial consultation with Attorney Patel.

Changing a Wisconsin LLC to a Florida LLC with our firm begins with an initial consultation and a thorough assessment of the client’s business operations. This gives us a better 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 what we learn to build the plan that we’ll use to move the company from state to state.

The high level of legal support provided by our LLC conversion services includes:

• Drafting the Plan of Conversion and other required documents
• Ensuring compliance with the laws and other legal requirements in both states
• Filing the necessary documents with Wisconsin and Florida state agencies
• Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Wisconsin LLC to a Florida LLC
• A comprehensive consultation to address final concerns and questions

Because of the volume of conversions and domestications that our firm has handled over the years, we’ve been able to develop a refined methodology for relocating LLCs to Florida from other states. Most businesses can expect a completion time of about two or three months, also this may vary depending on the size of the LLC and its assets.

Working with an attorney is vital to keeping your company’s conversion from a Wisconsin LLC to a Florida LLC on schedule. Wisconsin 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 significant setbacks.

When converting a Wisconsin LLC to a Florida LLC, the first expense that you’ll need to account for will be your filing fees. Wisconsin charges $150.00 and Florida charges $155.00, which comes to a total of $305.00 just to have each state go over your documents. You’ll likely need to pay those fees all over again if you make any mistakes or leave out any information, too. These mistakes can lead to even more costs down the road, too, especially if they lead to fines, regulatory issues, or perhaps worst of all, inadvertently dissolve your business.

In addition to helping prevent these types of expensive errors, we help our clients keep costs down by offering flat fees for our LLC conversion services. These flat fees are based on the business’s specific needs and the requirements of the move itself. To get your quote for converting a Wisconsin LLC to a Florida LLC, schedule your initial consultation with our attorney now.

Just like any other transaction across state lines, converting a Wisconsin LLC to a Florida LLC without the right legal guidance can expose both you and your company to risks that can threaten the very future of your business. The knowledge and skills possessed by our law firm, however, mean that we know how to prevent such problems from ever impacting your company to begin with.

The dangers of trying to use statutory conversion change your Wisconsin LLC to a Florida LLC without an attorney’s help include:

• 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 conversion process. 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 converting a Wisconsin LLC to a Florida LLC is that asset titles will automatically transfer over to the domesticated entity – that is, assuming the conversion process 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 this is not a complete list of what can go wrong if you move forward without a lawyer to help keep your LLC and its members safe during its transition from Wisconsin to Florida.

With over 140 business conversions and domestications to our credit, our firm’s proven track record means that you can rest easier knowing that your interests are in safe hands when we’re the ones in charge of converting your Wisconsin LLC to a Florida LLC.

Moving forward without legal guidance is one of the biggest risk factors when converting an entity to a new state. The professional expertise and insight that our firm brings to each and every conversion project, however, can make all the difference in ensuring its success.

1. Your company won’t have any obligation to file with the State of Wisconsin again as a Florida entity if its relocation removes its nexus in that state.

2. As a Florida LLC owner, you can team up with Florida professional accountants, attorneys, and other important service providers to help take your company to the next level.

3. Statutory conversion provides a method for seamlessly changing a Wisconsin LLC to a Florida LLC without interruptions or other issues.

4. Florida Articles of Organization will immediately replace your Wisconsin founding documents upon filing. This ensures that your LLC can retain the same powers, rights, benefits, exemptions, privileges, and principles in Florida that it enjoyed back in Wisconsin.

5. Membership interest in the company won’t be changed by converting a Wisconsin LLC to a Florida LLC. The Wisconsin LLC’s property rights, including real estate, will stay with the converted entity as well. However, this is also true for any liabilities or pending lawsuits, too.

6. The LLC’s members aren’t required to live in Florida after their company’s relocation to our state.

7. Because your converted entity won’t have to maintain a nexus in its original formation state, it may be able to save money on taxes issued at the state level. Talk to your tax professional to be sure, as this will ultimately vary from business to business.

8. Your company won’t need a new EIN after converting from a Wisconsin LLC to a Florida LLC.

9. Conversion allows your Florida LLC to keep the same bank accounts, taxpayer ID, operations, and contracts that it had as a Wisconsin LLC as well. Careful planning, research, and legal guidance should be used to ensure that this is the case, however.

Although Florida’s tax laws are among its most attractive features, it’s still absolutely essential that you prepare for the tax implications of converting a Wisconsin LLC to a Florida LLC so that your entity stays compliant with the IRS and state agencies. Our legal team can only offer limited advice when it comes to these matters, so you should be sure to bring your tax professional on board for this project as well. The specific implications vary from business to business, but some things to consider bringing up with them are:

• State Income Tax: As we mentioned above, Florida has no state income tax, which could lower your company’s overall expenses. Federal tax responsibilities will, of course, remain in effect.

• Franchise Tax: Unlike Wisconsin, Florida doesn’t have a franchise tax for business owners, either. Be sure to close your business’s account with the Wisconsin Department of Revenue and file any necessary final returns.

• Nexus: Be aware that your converted LLC will still need to follow Wisconsin tax laws if it continues to have a nexus, or taxable connection, back in its original formation state. Typically, a company is considered to have a nexus in any state where it has a physical presence, employees, or conducts substantial activities.

Attorney Patel hosts a final meeting at the end of each conversion project so that he can make sure that he has addressed all of his client’s questions and concerns. During this meeting, we also provide an instructive checklist to help guide them through their new responsibilities and obligations as Florida LLC owners.

Although our firm can be a powerful ally when converting a Wisconsin LLC to a Florida LLC, the benefits of working with us don’t have to stop after your business has completed its relocation. Over the years, we’ve developed a series of legal services tailored towards making life easier for Florida business owners that span a wide range of practice areas.

A lawyer’s help with a transition of this scale isn’t just a matter of convenience – it’s the only way to know for sure that your company and its members will be insulated against liability and other risks when converting a Wisconsin LLC to a Florida LLC. This assistance also gives you more time and energy to focus on your business while we tackle the legal complexities of its relocation. Schedule with us now to get started on your company’s conversion from a Wisconsin LLC to a Florida LLC.

You don’t have to put off converting your Wisconsin LLC to a Florida LLC any longer. Don’t risk breaking your business’s stride — get assistance from an experienced business conversion attorney by calling (727) 279-5037 or by choosing your time through our online calendar.

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