Q: We’re incorporated in Alabama, but we want to move to Florida. Can you help set us up?
Thank you to Dan O’Connor, CEO of Military Dog Handlers, Inc. for that great question. (Check them out on Facebook!) In order to move your company to Florida, you’ll most likely need to change your out-of-state corporation into a Florida corporation through a process known as conversion. You’ll need to file conversion and incorporation documents and pay fees to the Division of Corporations. Keep reading for more details:
What is conversion?
In Florida, conversion is the process of changing a foreign (out-of-state) entity into a domestic one—an entity based in Florida. In most states, this is called domestication, but in Florida, domestication is the term for relocating a business entity from outside the US to Florida.
For more about international businesses in the US, see: How to Do Business in the U.S.A.
Is there another way to move my corporation to Florida besides conversion?
Absolutely. There are other ways a corporation can move to Florida. You can:
- Keep your corporation in your home state and Register a Foreign Corporation in Florida
- Dissolve your business and form a new Florida Corporation
- Merge with an existing Florida corporation by filing Florida Articles of Merger
While all those other options are viable, conversion is often the easiest, cheapest option.
How do I file Florida conversion for my corporation?
To get your company converted to a Florida corporation, you will need to do the following:
Write a Plan of Conversion
A plan of conversion is an internal document drafted by the shareholders of your corporation that formally approves the conversion process on behalf of your corporation. The plan will need to detail how ownership will be allocated as the corporation transfers from your original state to Florida. Shareholders will all need to vote in simple majority to approve conversion.
Submit Articles of Conversion
In your Florida Articles of Conversion, you’ll need to list several pieces of information:
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Your business name
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Type of entity (corporation)
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State where it first incorporated
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Date of incorporation
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New name of the Florida corporation
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Effective date
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A signature of a corporate director, officer or incorporator.
Submit Articles of Incorporation
You’ll have to include new Florida Articles of Incorporation for your Florida corporation when you file your Articles of Conversion. The Florida Articles of Conversion packet includes Articles of Incorporation.
Pay Filing Fees
It costs $105 to convert your company to a Florida corporation, $35 for Articles of Conversion, and $70 for Articles of Incorporation. You can also get an optional certified copy and a Certificate of Status for $8.75 each. Submit checks or money orders for the total amount payable to the Florida Department of State.
Dissolve the corporation in your home state
Once you’ve completed the conversion of your corporation in Florida, you’ll need to dissolve your corporation in its home state or jurisdiction. Each state will have a different dissolution process, but typically you’ll need to file Articles of Dissolution and pay a filing fee.
Where do I file the Florida Articles of Conversion?
Florida does not currently offer online filing of conversion documents, but the Articles of Conversion packet (including a cover letter) can be sent by mail or delivered in person.
By Mail:
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
In Person:
New Filing Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
What if my state won’t recognize the conversion?
You can only convert your corporation in Florida if your current state of incorporation recognizes the legal process of domestication. According to FL Stat § 607.11933, the conversion must be “approved by the eligible entity in accordance with its organic law.”
Your conversion may also not be recognized by your current state if your corporation is not in good standing due to delinquent annual report filings or other issues.
If you have further questions about the domestication process or how to proceed with your business, contact a business attorney or adviser.