Do you need to move a Texas LLC to Florida? If the answer is yes, you are not the only one; many business owners opt to transfer their LLCs to the Sunshine State for various reasons, including lower taxes, fewer regulations, better weather, and more opportunities. However, it is not as simple as packing your bags and moving to Florida. To ensure that your LLC remains valid and compliant, there are legal procedures that you must follow.
If you want to move your LLC to Florida, you may do so using a corporate transaction known as a statutory conversion. However, converting a Texas LLC to a Florida LLC can be challenging. Fortunately, Jurado & Associates, P.A. can assist you in achieving a smooth transition, having successfully reorganized multiple businesses into Florida entities.
This article will describe the steps we take to convert a Texas LLC into a Florida LLC as well as potential obstacles that may arise and how we address them, making sure to meet Florida and Texas’s statutory conversion requirements with extreme care, as even minor mistakes can have significant consequences.
Statutory Conversion: The Process of Moving an LLC from Texas to Florida
A statutory conversion is a legal method that enables an LLC registered in another state to become a Florida LLC. Through conversion, a business can change its state of formation without dissolving and starting from scratch. This allows the company to maintain its contracts and licenses, as well as to inherit the original entity’s rights, privileges, assets, and liabilities.
When relocating an LLC to Florida, the company becomes subject to the Florida Revised Limited Liability Company Act. However, if the LLC maintains a nexus (taxable connection) and/or a foreign qualification in Texas, it may also be required to adhere to the Texas Limited Liability Company Act and other Texas laws.
During the conversion process, mistakes can result in the loss of liability protection, discourage potential investors, or even lead to the company’s liquidation. Therefore, it is essential to engage a team of skilled business attorneys who understand the statutory conversion process and can help you navigate it smoothly and efficiently.
Do I Have to Dissolve My Texas LLC?
No. Dissolving your entity is not necessary when converting to a Florida LLC. If the conversion process is properly executed, the company’s status will be changed to “converted out” instead of “active” or “inactive.” Dissolving your LLC would only lead to the liquidation of your company, causing it to cease existing and potentially incurring tax liabilities. Several online articles suggest dissolving LLCs when converting them to Florida LLCs; however, this can be a bit misleading. You should not do this unless you intend to shut down your Texas LLC permanently.
Do I Have to Apply for a New EIN?
Whether a new EIN is required when converting a company to Florida depends on the situation. According to the Internal Revenue Service’s guidance, LLCs that undergo a statutory conversion but make no other changes can continue to use the same EIN provided that the company’s continuity is maintained correctly throughout the process.
Looking to Move a Texas LLC to Florida? We Can Help You
Relocating your LLC to Florida can be immensely beneficial for your business; however, the process requires careful planning and preparation. You must consider the advantages and disadvantages of moving to another state and follow the appropriate procedures to ensure your LLC stays valid and compliant. Fortunately, you do not have to handle this alone.
At Jurado & Associates, P.A., we are committed to providing you with a seamless and stress-free experience when relocating your LLC to Florida. We understand that the process can be overwhelming, which is why we strive to be your trusted partner every step of the way. Our team is equipped to assist you with a wide range of services, including but not limited to filing the necessary forms, drafting or reviewing contracts, resolving disputes, and protecting your rights and interests. We will ensure that all the necessary documents are filed timely and accurately and that you comply with the legal requirements of both states.
Furthermore, we understand that every business is unique, which is why we offer tailored solutions that are specific to your needs, and most importantly, to your goals. If you encounter any legal issues during the relocation process, we will work tirelessly to protect your interests and help you achieve the best possible outcome.