Can You Domesticate, Relocate, or Convert a Wyoming LLC to a Florida LLC?
Relocating, Domiciling, Transferring, or Converting a Wyoming LLC to a Florida LLC
Updated: September 20, 2023
Reading Time: 10 Minutes
- Domicile a Wyoming Limited Liability Company (LLC) to Florida;
- Maintain the same EIN and identity of the LLC; and
- Enjoy tax benefits provided to Florida residents.
- Wyoming Limited Liability Companies (LLCs)
Table of Contents
- What is a Conversion or Domestication?
- Does Wyoming Allow LLCs to Move Out of State?
- Is My Wyoming 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 Wyoming 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 Wyoming 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 Wyoming LLC to a Florida LLC?
- What Are the Tax Implications of Converting My Wyoming LLC to a Florida LLC?
- Should I Work With Attorney Patel to Convert My Wyoming LLC to a Florida LLC?
The owners of Wyoming LLCs and other business entities from similar states often want to know if and how they can relocate their companies to Florida in order to take advantage of the many benefits that our state has to offer. The good news is that this can be accomplished by using a legal process known as statutory conversion.
While there are many challenges and potential risks that can come up when converting a Wyoming LLC to a Florida LLC, working with FL Patel Law PLLC can make a big difference with helping to ensure a seamless transition. 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 article will show you how working with our law firm to convert a Wyoming LLC to a Florida LLC can save time and money in addition to keeping your company safe from any potential legal fallout. It also has some essential warnings about the dangers that you and your company could be exposed to if you try to take this process on without legal guidance.
Every state gets to set its own unique set of requirements for statutory conversion, assuming that they authorize the process at all. Failing to follow these requirements can have serious consequences, including the dissolution of your LLC. Hiring us to help with your statutory conversion allows you to benefit from our guidance while we get to work preventing various risks and complications.
What is a Conversion or a Domestication?To top
Statutory conversion allows LLCs to move from one state to another by legally changing the company’s state of formation. For example, it can be used to change a Wyoming LLC to a Florida LLC.
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.
There are many advantages offered by using statutory conversion to relocate an LLC when compared with the other available options. For example, the business’s continuity won’t be interrupted during this process, and it can keep using the same identity, too. This allows your business to continue benefiting from the same rights, assets, and privileges after converting from a Wyoming LLC to a Florida LLC.
Florida LLCs, including those that converted or domesticated to our state, are regulated by the Florida Revised Limited Liability Company Act. Be warned, however, that the Wyoming Limited Liability Company Act could still apply as well if your business has a nexus or foreign qualification there after relocating. Be sure to bring this up with our attorney.
Does Wyoming Allow Limited Liability Companies (LLCs) to Move Out of State?To top
Wyoming allows statutory conversions to and from states with similar authorization laws. For more, see Section 17-29-1011 of the Wyoming Statutes. Wyoming corporations can also become Florida corporations using a process known as domestication.
17-29-1011. Transfer of a Wyoming limited liability company to another jurisdiction.
(a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to the proper officer of the other jurisdiction for a certificate of registration, and to the secretary of state of this state for a certificate of transfer. The application for certificate of transfer shall set forth the following:
(i) The name of the limited liability company immediately prior to the transfer, and if that name is unavailable for use in the foreign jurisdiction or the limited liability company desires to change its name in connection with the transfer, the name by which the limited liability company will be known in the foreign jurisdiction;
(ii) A statement of the jurisdiction to which the limited liability company is to be transferred;
(iii) A statement that the limited liability company shall surrender its articles of organization under this chapter upon the effectiveness of the transfer;
(iv) A statement that the transfer was duly approved by the members in the manner required under subsection (f) of this section; and
(v) Any other terms and conditions of the transfer, including any desired amendments to the articles of organization of the limited liability company following its transfer.
Is My Wyoming Entity Dissolved?To top
Dissolution isn’t a required part of converting a Wyoming LLC to a Florida LLC, and it won’t result from it, either, unless mistakes are made because the move lacked an attorney’s oversight. Any sources you find online stating otherwise are incorrect and can be ignored. Just because your entity is no longer able to do business in its original formation state without a foreign qualification doesn’t mean that the original business was dissolved, just that it is now officially a Florida entity.
Do I Need To Get a New EIN if I Domesticate My Company to Florida?To top
The Internal Revenue Service (IRS) is in charge of issuing a company’s EIN, and they also decide if a converting LLC can keep using it after its relocation is complete. While this is ultimately decided on a case-by-case basis, protecting your business’s continuity while it transfers from a Wyoming LLC to a Florida LLC is perhaps the most important factor considered by the agency. Of course, having an attorney’s help with this can make securing your LLC’s original EIN easier, too.
How Does FL Patel Law PLLC Convert My Wyoming LLC to a Florida LLC?To top
Because of the various factors involved, there is no “one-size-fits-all” approach for safely satisfying the specific requirements for converting an entity from one state to another. However, we’ve developed a set of procedures for addressing the steps that they all have in common that helps expedite the process while also keeping our clients safe. These are not instructions for moving a company to Florida. For guidance on converting a Wyoming LLC to a Florida LLC, schedule your initial consultation with our attorney now.
Hiring us to convert a Wyoming LLC to a Florida LLC begins with an initial consultation and a review of the business in question. We then use the information provided to confirm the entity’s eligibility for this type of transition and to build a personalized plan for making it happen that accounts for regulatory compliance and other possible legal issues.
The complete and wide-ranging support provided by our statutory conversion and domestication 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 Wyoming and Florida state agencies
- Updating the LLC’s operating agreement and other corporate documents to reflect its conversion from a Wyoming LLC to a Florida LLC
- A comprehensive consultation to address final concerns and questions
How Long Does It Take To Complete a Domestication or Conversion to the State of Florida?To top
Another way that your business stands to gain by hiring us to convert your Wyoming LLC to a Florida LLC is that the relocation will be handled as quickly as possible. This speed is due to our familiarity with this process and navigating its various requirements. For most companies, this will be about two or three months. More time might be needed, however, depending on the size of the LLC and its assets.
Most of this time will be spent waiting for the appropriate agencies in both Wyoming and Florida to process your LLC’s documents. Each office will require several weeks for this at a minimum, and could face delays of their own due to backlogs, short staffing, or other problems. A side effect of this is that any mistakes that need correcting can lead to serious delays for your entity’s conversion from a Wyoming LLC to a Florida LLC, too, so it’s essential to get things right the first time around.
What Are the Costs Involved in Domesticating My Wyoming LLC to the State of Florida?To top
Every state gets to set its own filing fee for statutory conversions. Wyoming charges $60.00 for this and Florida charges $155.00. This means that you will need to pay at least $115.00 in filing fees alone to convert a Wyoming LLC to a Florida LLC. In addition to other necessary costs, mistakes can drive expenses even higher, especially if they come with legal problems or other consequences of their own.
Our clients receive flat fees for their conversion and domestication projects based on the specific demands of their company’s relocation. Schedule an initial consultation with Attorney Patel now to review and get a quote for converting a Wyoming LLC to a Florida LLC.
What Are Some of the Risks Associated With a Conversion Gone Wrong?To top
There are many ways that things can go wrong during a statutory conversion if you don’t have an attorney’s help managing it. This process requires an ability to navigate the different laws in each state as well as a great deal of focus and attention in order to succeed. Without the right guidance, there’s no way to know for sure that your company will even make it across state lines in one piece.
Attempting to convert a Wyoming LLC to a Florida LLC without the help an experienced attorney can result in problems including:
- 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 Wyoming 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 comprehensive list, and that there are still more issues that can arise from a poorly managed conversion.
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 Wyoming LLC to a Florida LLC.
Increase Your Chances of a Successful ConversionTo top
An attorney’s assistance with converting your Wyoming LLC to a Florida LLC gives your business the best possible chance at making it safely across state lines. Thanks to our familiarity with this practice area, we know how to prevent everything from delays to dissolution when changing your business into a Florida entity.
What Are the Benefits of Converting My Wyoming LLC to a Florida LLC?To top
1. As a Florida entity, there will be no more requirements to file documents in Wyoming or any other state unless the LLC has a nexus, or taxable connection, in that location.
2. Becoming a Florida business owner gives you the opportunity to work with Florida professional accountants, attorneys, and other service providers who could prove useful in your company’s future.
3. Hiring a law firm with our high level of experience is the best way to ensure that your company can have an uninterrupted transition from a Wyoming LLC to a Florida LLC free from delays or other problems.
4. Florida Articles of Organization will immediately replace your Wyoming LLC’s founding documents. This helps ensure that the converted Florida LLC can keep the same powers, rights, benefits, exemptions, privileges, and principles that it had as a Wyoming LLC.
5. Membership interest won’t be changed when the business converts from a Wyoming LLC to a Florida LLC. Real estate and other property rights won’t be impacted, either, and will seamlessly transfer over along with your business. However, any liabilities that the LLC has will also be unaffected. This also goes for any pending lawsuits. Any pending legal procedures or actions can be substituted with the name of the Florida LLC.
6. There’s no requirement to live in Florida in order to be a member of a Florida LLC.
7. Converting an entity to a Florida LLC can remove the business’s taxable connection to its original formation state, which could result in lower taxes at the state level. However, you should check in with your tax professional for guidance on these matters, as they will be unique to each business.
8. Business owners who convert a Wyoming LLC to a Florida LLC can continue using the same EIN for their entity.
9. Another convenience offered by this process is that your company can keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts after moving to Florida, too. However, careful planning and consultation should be undertaken before starting this process to ensure that this is the case.
What Are the Tax Implications of Converting My Wyoming LLC to a Florida LLC?To top
There could be some changes to how your company is taxed at the state level after its statutory conversion. However, the specifics will vary from business to business, so it’s essential to work with your tax professional to prepare for these implications, as our firm can only provide limited guidance in this field. Some common changes to consider bringing up with them could include:
- State Income Tax: Neither Wyoming nor Florida have a state income tax for businesses or their owners, which means that you won’t need to worry about this becoming an added expense after converting a Wyoming LLC to a Florida LLC.
- Franchise Tax: Unlike Wyoming, however, Florida doesn’t issue a franchise tax for LLCs or corporations, which is one area where business owners might be able to save money by relocating to our state. After its statutory conversion, the LLC needs to close its account with the Wyoming Department of Revenue and file any necessary final returns.
- Nexus: While this won’t be true for every business, Wyoming tax laws could still apply even after converting a Wyoming LLC to a Florida LLC if the company maintains its nexus in its original formation state. Nexus is generally established when a company has a physical presence, employees, or conducts substantial activities in a given state.
Should I Work With Attorney Patel to Convert My Wyoming LLC to a Florida LLC?To top
At the end of the project, our clients receive a comprehensive consultation with Attorney Patel that gives him a chance to answer any remaining questions. They are also provided with a post-conversion checklist created by our firm to help introduce our clients to their new responsibilities as Florida LLC owners.
Our firm’s significant experience with relocating companies to Florida from other states make us a valuable resource for anyone looking to convert their entity into a Florida LLC. In addition to conversions and domestications, we also offer many other services that can make life easier for Florida business owners.
The potential dangers involved in converting your own Wyoming LLC to a Florida LLC should be prevented by any means necessary. 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. Schedule with us and get started today.
Ready to embrace your business’s next chapter by converting your Wyoming LLC to a Florida LLC? Don’t risk your business’s continuity – enlist the help of an experienced business conversion attorney by calling (727) 279-5037 or by scheduling a time through our online calendar.