Are you considering moving your Limited Liability Company (LLC) from one state to another? This would be considered domestication, a process by which an owner of the business will transfer the business from one state to another. However, the transfer can only be valid if the owner’s state where he will move to supports domestication.
Florida is one of the states among others that supports domestication. Let us have a look at the process and how it works.
Domesticating an LLC in Florida
In domesticating a business to a new state, business owners need to get a Certificate of Good Standing from the old state and file a Certificate of Domestication with the State of Florida Division of Corporations along with their articles of incorporation.
The Certificate of Good Standing will prove that the business has paid the taxes and fees in the old state and is ready to shift the company to another state.
Although the exact process differs by state, there is a basic general outline in applying domestication which includes the old LLC’s dissolution from the old state. Repeal must not be submitted before the new state’s domestication application. In instances where the dissolution process was made and the new state rejected the domestication, the LLC Company or the business will no longer exist.
Florida Certificate of Domestication Process
The Certificate of Domestication under the Florida Statute 607.1801 must contain the following:
(a) The date on which the domesticating entity was first formed, incorporated, created, or otherwise came into being;
(b) The domesticating entity’s name immediately before filing the Articles of Domestication;
(c) The articles of organization of the domestic limited liability company, as an attachment;
(d) The effective date of the Domestication as a limited liability company, if the effective date of the Domestication is not the same as the date of filing of the Articles of Domestication, subject to the limitations contained in s. 605.0207;
(e) The jurisdiction that constituted the seat siege social, or principal place of business or central administration of the domesticating entity, or any other equivalent to that under the law of the jurisdiction of formation, immediately before filing the Articles of Domestication; and
(f) A statement that the Domestication has been approved following the laws of the jurisdiction of formation of the domesticating entity.
Same Employer Identification Number
Domesticated LLCs in the state of Florida will maintain the same Employer Identification Number (EIN) along with their credit rating and all bank accounts.
Same Incorporation Date
The incorporation date will be kept the same after filling the Certificate of Domestication with the Florida Department of State. Accordingly, LLC existence “shall be deemed to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being.” The original incorporation date of the LLC will be kept.
Should You Need Help, We Can Provide it for You
Foreign ownership and investment can be confusing, and there are many options from which choose from. We can help you easily navigate your goals. We are knowledgeable in real estate and estate planning in Miami and have legal experts ready to lend you a hand. The law firm of Jurado & Farshchian, P.L., can help. Get in touch with Attorney Romy B. Jurado by calling at (305) 921-0976 or send us an email at [email protected] to start a consultation.