How to Move an LLC to Florida

There are many reasons why a business owner may want to move an LLC to Florida. This article discusses using the Florida LLC conversion process—known in some states as LLC domestication—to transfer an out-of-state LLC to Florida.

Understanding the Florida LLC Conversion Process

Florida conversion is a legal process for an LLC formed in another state to officially relocate to Florida. Conversion changes an LLC’s state of organization—also called its domicile—which is the state whose LLC laws apply to the company. An out-of-state LLC that converts to Florida becomes a Florida LLC governed by the Florida Revised Limited Liability Company Act.¹ After the conversion is complete, the law of the prior state no longer governs the LLC.

Florida LLC Conversion vs. Florida LLC Domestication

Florida law authorizes LLC conversions into and out of Florida. As long as the other state allows conversion (sometimes called domestication), an out-of-state LLC may convert to a Florida LLC, and a Florida LLC may convert to an out-of-state LLC.²

A Florida LLC conversion can also change another form of business entity into a Florida LLC or change a Florida LLC into a different type of entity. For example, a corporation can convert into a Florida LLC, or a Florida LLC can convert into a corporation. This article focuses on the conversion process for changing an out-of-state LLC into a Florida LLC.

Many states use the name LLC domestication for the legal procedure that changes an LLC’s domicile state. Under Florida law, a domestication is a procedure that moves a business formed in another country (a non-United States entity) to Florida.³ For example, domestication could change a Mexico Limited Liability Company (called a Sociedad de Responsabilidad Limitada (S.de R.L.) in Spanish) to a Florida LLC. And conversion could change a California LLC into a Florida LLC.

Step-by-Step Guide to the Florida LLC Conversion Process

The Florida LLC conversion process consists of two components: document preparation and administrative tasks. An out-of-state LLC that decides to move to Florida must complete the steps described below to become a Florida LLC. Our LLC domestication checklist provides additional information about the tasks needed to domesticate an LLC into a new state.

Prepare the Plan of Conversion

The first formal step in a Florida LLC conversion is to prepare a written document—called a Florida LLC plan of conversion—that lists the terms of the conversion and describes how the process will affect the company.⁴ Some states use the name plan of domestication for the equivalent document. When moving an out-of-state LLC to Florida, prepare a plan of conversion that complies with both states’ conversion or domestication laws.

Include unsigned copies of the draft Florida articles of organization and Florida operating agreement as attachments to the plan of conversion.⁵

Prepare the Florida Articles of Conversion

An LLC’s plan of conversion is an internal company document that is not filed with the Florida Secretary of State. Prepare the LLC’s Florida Articles of Conversion that will be recorded to make the conversion part of the public record in Florida. The Florida articles of conversion lists information about the company before and after the conversion and includes statements required by Florida law.⁶ The Florida Division of Corporations publishes an articles of conversion form that out-of-state LLCs can use for conversions to Florida.

Prepare the Current State’s Conversion or Domestication Document

Prepare the current state’s document equivalent to the Florida articles of conversion in compliance with the current state’s legal requirements. The document name depends on the state where the LLC is currently formed. Common names are:

• Articles of domestication;
• Statement of domestication;
• Articles of conversion;
• Certificate of conversion; and
• Statement of conversion.

Prepare the Florida Articles of Organization

Prepare the Florida articles of organization to serve as the LLC’s formation document in Florida. A new Florida company files its articles of organization to initially form the Florida LLC. An out-of-state LLC converting to Florida files its article of organization together with its articles of conversion. The Florida Division of Corporations publishes a two-page form Articles of Organization for Florida Limited Liability Company that most LLCs use when initially forming or converting into Florida.

Prepare the Florida Operating Agreement

Prepare the Florida operating agreement to properly structure the LLC as a Florida LLC. Preparing a customized Florida operating agreement lets the LLC take advantage of the benefits of Florida law. An operating agreement typically provides rules for profit distributions and decision-making, clarifies the federal income tax classification, and helps provide maximum liability protection.

Approve the Plan of Conversion

Officially approve the plan of conversion by member vote or another approval standard set by the LLC’s current state.⁷ Florida law generally requires approval by members holding a majority of the company’s membership interests. Approval of the plan of conversion approves the substance of the draft conversion documents attached to the plan.

If possible, all LLC members should sign the plan of conversion to indicate their approval of the conversion under the terms listed in the plan.

Prepare a Resolution Authorizing the Conversion to Florida

Prepare a company resolution to approve the conversion into Florida and to adopt the Florida articles of organization and operating agreement as the LLC’s governing documents when the conversion is completed.

Conduct a Preliminary Name Search

Check the Florida Division of Corporations’ official records to confirm that the LLC’s name is available in Florida. A slight name change may be required to complete the conversion if the name is unavailable. A preliminary name search is not mandatory, but confirming name availability in advance decreases the chance of the Division of Corporations requesting changes to the conversion documents before processing the conversion.

Sign the Florida LLC Conversion Documents

Obtain the required signatures on the Florida articles of conversion and articles of organization so that the documents can be filed with the Florida Division of Corporations. The person who signs must have the authority to act for the company.⁸ The Division of Corporations requires a manual (wet) signature on the articles of conversion (no e-signing).

Florida law also requires the person identified as the LLC’s registered agent to sign the articles of organization.⁹

Ensure that the current state’s conversion or domestication document is also signed in compliance with the current state’s signature standards.

File the Florida Articles of Conversion and Articles of Organization

File the Articles of Conversion and Articles of Organization with the Florida Division of Corporations. The Division of Corporations requires the Articles of Conversion to be filed by mail or in person (no e-filing). Include the filing fee in the amount of $150.00 when filing the Florida conversion documents.

File the Conversion Document with the LLC’s Current State

File the current state’s conversion document with the secretary of state or equivalent agency for the state that the LLC is moving from. Include payment for the filing fee that the current state charges. Filing in the current state creates an official record of the LLC’s move to Florida.

All of the administrative tasks described above must be completed and both states’ business filing offices must process the conversion documents before the conversion becomes legally effective.¹⁰

What LLCs Can Convert to Florida LLCs?

Not every out-of-state LLC can convert to a Florida LLC. The current state’s law must authorize LLC conversions or domestications.¹¹ An LLC organized in a state that does not allow LLC conversions cannot convert to Florida. An LLC with governing documents that restrict conversion should formally amend the governing documents before proceeding with the conversion.

What Laws Govern Florida LLC Conversion?

Assuming the other state allows conversion (not all do), the conversion process must comply with both states’ laws. The current state’s laws govern the plan of domestication (plan of conversion) requirements, the standard for approving the conversion, and the filings necessary in that state.¹² Florida law governs the general process, documents filed in Florida, and the conversion’s effective date.¹³

The need to comply with two sets of laws—many of which use different terminology and procedures—adds complexity to the domestication process.

What is the Legal Effect of Florida LLC Conversion?

Converting an out-of-state LLC to a Florida LLC is a streamlined process designed to minimize interruption to the LLC’s business operations. The LLC is still the same entity; only its governing law changes.¹⁴ The LLC moves to Florida without disrupting the business’s day-to-day operations or the rights of the LLC, its members, or its managers.

An LLC conversion to Florida has the following effects:¹⁵

• LLC property is still LLC property. The out-of-state LLC’s property remains vested in the Florida LLC. There is no need to create deeds or other documents transferring property from one LLC to another.
• LLC debts are still LLC debts. The out-of-state LLC’s debts, obligations, and other liabilities continue as debts, obligations, and other liabilities of the Florida LLC. The company owes what it owed before the conversion, and its creditors have the same rights.
• LLC powers remain LLC powers. Unless the plan of conversion provides otherwise (which would be unusual), the out-of-state LLC’s rights, privileges, immunities, powers, and purposes remain in the Florida LLC after conversion.
• LLC members are still LLC members. Membership interests in the out-of-state LLC are converted to membership interests in the Florida LLC.
• Florida LLC replaces out-of-state LLC in legal proceedings. The converting LLC is still a party to any legal cases in which it was involved before the conversion. If the conversion results in a name change, the Florida LLC’s name may be substituted for the out-of-state LLC’s name in any pending legal actions or proceedings.
• Florida LLC governing documents become effective. The Florida LLC’s governing documents (or organic rules) become effective when the conversion is completed. The organic rules include the Florida articles of organization and operating agreement prepared during the conversion.

What Are the Benefits of Florida LLC Conversion?

Florida LLC conversion is a relatively seamless process—with no disruption to business operations. The LLC conversion process has multiple benefits compared to other methods of legally moving a business to Florida:

• Same identity and EIN. The LLC is the same entity throughout the conversion. It keeps its commercial identity and its Employer Identification Number (EIN)—avoiding administrative and bureaucratic headaches.¹⁶
• No effect on bank accounts and other assets. The converting LLC owns the same assets throughout the conversion process.¹⁷ There is no need to close existing accounts and open new ones.
• Contracts stay in place. Conversion does not invalidate or interfere with contracts from before the conversion. Existing contracts are still legally effective and enforceable after conversion.¹⁸
• No business interruption. The LLC can continue doing business as normal during and after conversion. There is no need for a conversion to affect day-to-day operations.
• No need to dissolve in the original state. Florida LLC conversion does not trigger dissolution, liquidation, or winding up of the LLC.¹⁹ Distribution of LLC assets is not part of the conversion process unless the LLC’s operating agreement or plan of conversion expressly call for distribution.
• No need to register as a foreign LLC. The LLC need not register as a foreign LLC in its former state unless the company will continue doing business there.

How Much Does Florida LLC Conversion Cost?

The out-of-state LLC incurs costs when moving to Florida—though LLC domestication costs are usually lower than other methods of moving a business to a new state. The LLC’s total expense to convert to Florida includes labor costs, filing fees, and (if applicable) registered agent fees.

• Labor costs. Labor costs are the amounts charged by the service provider that the LLC hires to prepare the documents and manage the conversion. Precise amounts depend on the provider’s rates and may vary according to the complexity of the specific conversion.
• Filing fees. The LLC pays filing fees to the Florida Division of Corporations (a branch of the Department of State) and the current state’s business filing agency (typically the secretary of state). Florida charges an out-of-state LLC converting to Florida $150.00 in filing fees—$25.00 for the articles of conversion and $125.00 for the articles of organization. The LLC’s original state charges its own filing fee, also.
• Registered agent fees. The Florida LLC must name a registered agent in Florida authorized to accept service for the company.²⁰ Registered agent fees depend on whether an LLC hires a commercial registered agent. Florida LLCs often hire commercial registered agents for the consistency and convenience they provide. Registered agent rates in Florida are typically around $100.00 per year.

How Long Does Florida LLC Conversion Take?

The converting LLC completes a multi-step process to move to Florida. The time needed for the LLC to complete the conversion depends in part on the following:

• The document preparer’s time to gather necessary information and prepare conversion documents;
• Members’ and managers’ time to decide on conversion terms, review and approve drafts, and sign the final conversion documents; and
• The processing time needed by the Florida Division of Corporations and the current state’s filing office.

Why Transfer an LLC to Florida?

LLC members who move to Florida often want to bring their business with them. Florida LLC conversion has several benefits for members relocating from another state:

• Convenience and familiarity with local professionals. LLC members who live in Florida often prefer to use Florida professionals—including accountants, attorneys, or contractors—to help with the business. A Florida LLC’s owners can easily locate professionals living in Florida who are familiar with Florida LLC law. The owners may also find that communicating with state government offices—when necessary—is more convenient if the business is a Florida LLC.
• Avoiding multiple filings. An LLC that is formed in another state and does business in Florida often must satisfy the registration requirements of both states. LLC members who relocate to Florida can sometimes reduce the LLC’s reporting requirements by converting the LLC to Florida.
• Advancing business objectives. An out-of-state LLC’s owners may want Florida law to govern the business even if the owners do not live in Florida. Florida has an attractive legal climate for many businesses. A Florida LLC conversion can be a smart decision if the laws in Florida better complement the owners’ goals than the laws in the LLC’s current state.
• Tax savings. An LLC that converts to Florida may save on its overall tax bill if the company no longer has a sufficient taxable connection—or nexus—to the former state. Florida is generally considered a low-tax state and has no state individual income tax. So, owners who move to Florida and the business itself may both save on taxes by converting to Florida.

1. Fla. Stat. §§ 605.0101, et. seq.
2. Fla. Stat. § 605.1041(1) and (3).
3. Fla. Stat. § 605.0102(22).
4. Fla. Stat. § 605.1042(1).
5. See Fla. Stat. §§ 05.0201; 605.0105.
6. Fla. Stat. § 605.1045(2).
7. Fla. Stat. § 605.1043.
8. Fla. Stat. § 605.0203(1)(a).
9. Fla. Stat. § 605.0201(1)(c).
10. See Fla. Stat. § 605.1045(2)(h).
11. Fla. Stat. § 605.1041(3).
12. Fla. Stat. § 605.1043.
13. Fla. Stat. § 605.1045(4).
14. Fla. Stat. § 605.1046(1)(a).
15. Fla. Stat. § 605.1046(1).
16. Fla. Stat. § 605.1046(1)(a)(2).
17. Fla. Stat. § 605.1046(1)(b).
18. Fla. Stat. § 605.1046(1)(c – d).
19. Fla. Stat. § 605.1046(2) and (7).
20. Fla. Stat. § 605.0113.