How to Move an LLC to Florida

An out-of-state LLC can change its state of organization to Florida through statutory conversion. Florida conversion is a legal process that changes an LLC’s state of organization, also called its domicile, which is the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that converts to Florida becomes a Florida LLC governed by the Florida Revised Limited Liability Company Act.

The LLC is otherwise the same business entity before and after the conversion process. Whether the conversion can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Some states use the name domestication for the legal procedure that changes an LLC’s state of organization. In Florida, a domestication is a procedure that moves a business formed in another country (a non-United States entity) to Florida. Conversion, by contrast, changes an out-of-state LLC into a Florida LLC. This article deals with conversions that move an out-of-state LLC to Florida.

Why Business Owners Move LLCs to Florida

A Florida LLC conversion may make sense if a business owner moves to Florida or if the owners prefer to have Florida law govern the company. An owner might transfer an LLC to Florida for any of the following reasons:

• Convenience and familiarity with local professionals. LLC members who live in Florida often prefer to use Florida professionals including accountants, attorneys, and contractors to help with the business. Members who relocate to Florida 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 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. Owners who move to Florida and the business itself may both save on taxes by converting to Florida.

Florida LLC Conversion Requirements

Florida LLC conversion under Fla. Stat. § 605.1041(3) is not available for every out-of-state LLC. An LLC converting to Florida must comply with both Florida law and the current state’s law. Florida law controls the process and documents filed in Florida and determines the conversion’s legal effects.

The current state’s law governs whether the LLC can convert to Florida (the state must authorize conversion), the content of the written plan of conversion if required, the standard under which the LLC’s members or managers must approve the plan of conversion, and the effective date for the conversion.

Eligibility for Florida LLC Conversion

An LLC considering conversion to Florida must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC conversions. Not all states do. The current state may call the process conversion, domestication, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent conversion to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure.

An out-of-state LLC must also confirm that Florida lets LLCs engage in the company’s field of business. Florida allows most business areas. Some states prohibit LLCs from providing professional services, which are services that require a license or comparable authorization. Florida recognizes professional LLCs that provide professional services.

Professional LLCs are subject to additional legal requirements. An out-of-state LLC must also confirm that its area of business is lawful in Florida in general. If Florida prohibits the type of business in which the company is engaged, it should not convert to Florida.

Required Documents for Florida LLC Conversion

The Florida LLC conversion process involves preparing and adopting several conversion documents that must satisfy both states’ requirements. The conversion documents memorialize the terms of the conversion and control the company when the conversion takes effect.

• Plan of Conversion. A plan of conversion designed to comply with the requirements of both Florida law and the law of the state that the LLC is moving from. The plan lists the terms of the conversion and describes how the process will affect the company. Unsigned copies of the draft Florida articles of organization and Florida operating agreement are included as attachments to the plan of conversion.
• Articles of Conversion. The Articles of Conversion is filed with the Florida Department of State to make the conversion part of the public record in Florida. The Articles of Conversion lists information about the company before and after the conversion and includes statements required by Florida law. The Florida Division of Corporations publishes an articles of conversion form that out-of-state LLCs can use for conversions to Florida.
• Conversion Document for Filing in Prior State. 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, or statement of conversion.
• Florida Articles of Organization. The Florida articles of organization 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 articles of organization together with its articles of conversion. The Florida Division of Corporations publishes a form that most LLCs use when initially forming or converting into Florida.
• Florida Operating Agreement. A state-specific operating agreement to properly structure the LLC as a Florida LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Conversion. A resolution approving the transaction and adopting the Florida articles of organization and operating agreement as the LLC’s governing documents.

The articles of conversion and articles of organization require manual (wet) signatures under Florida law (no e-signing).

The LLC also completes several administrative tasks to implement the conversion.

• conducting a preliminary name search with the Florida Division of Corporations to determine whether the LLC’s name is available in Florida (if the name is unavailable
• a slight name change may be required); obtaining signatures on the articles of conversion and articles of organization; filing both documents with the Florida Department of State; obtaining member approval of the plan of conversion;
• filing conversion documents with the secretary of state or equivalent agency for the state that the LLC is moving from

Cost of Moving an LLC to Florida

The cost of moving an LLC to Florida depends on the scope of work described above. The documents and filings require professional preparation to comply with both states’ requirements, and coordinating submissions with two separate state agencies adds further complexity. Professional service providers prepare the plan of conversion, the articles of conversion, the articles of organization, the operating agreement, and the resolution. The service providers also communicate with business owners and state agencies and manage the filing process.

In addition to professional service costs, the Florida Department of State charges filing fees. The Articles of Conversion filing fee is $25.00. The Articles of Organization filing fee is $125.00. The total Florida filing fee for inbound conversion is $150.00. The fees paid to Florida are in addition to any filing fees that must be paid to the LLC’s original state. Most states charge a separate fee for LLCs converting out of state.

An out-of-state LLC that converts to Florida will also incur labor costs and, if applicable, registered agent fees. Labor costs are the amounts charged by the service provider the LLC retains to manage the Florida conversion. Service providers may charge a flat fee or charge by the hour, with fee amounts varying by provider.

A converting LLC will incur registered agent fees if it elects to hire a commercial registered agent. Florida law requires a Florida LLC to name a registered agent in Florida authorized to accept service for the company. A business can hire a commercial registered agent provider to serve in that capacity. Hiring a commercial registered agent can be a good option for an LLC without a Florida location. Registered agent rates in Florida are typically around $100.00 per year.

Processing Time for Florida LLC Conversion Filings

A Florida LLC conversion proceeds in several steps. The length of the process depends on how long each step takes.

Each step depends on the responsible person’s turnaround time: the business owners’ time to organize the necessary information, the service provider’s time to review the information and prepare the conversion documents, the owners’ time to approve and sign the draft documents or request revisions, the service provider’s time to file the final conversion documents with state agencies, and the state agencies’ time to accept and process the filed documents.

The Florida Department of State generally processes conversion filings within one to two weeks from the date they are received, though processing times can vary. The conversion becomes effective when the articles of conversion become effective. For a detailed breakdown of each phase in the conversion timeline, see our guide to LLC conversion.

Legal Effect and Benefits of Florida LLC Conversion

Florida LLC conversion moves an out-of-state LLC to Florida. The company otherwise continues its existence as the same entity with the same date of formation. The company expends substantially less time and money on administrative matters compared to other methods for changing a business’s state of domicile. Florida law declares that the legal effects of a conversion to Florida are as follows, and the conversion process offers 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.
• No effect on bank accounts and other assets. The converting LLC owns the same assets throughout the conversion process. There is no need to close existing accounts and open new ones. 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.
• Contracts stay in place. Conversion does not invalidate or interfere with contracts from before the conversion. The out-of-state LLC’s contracts remain legally effective and enforceable after conversion. Existing contracts are still legally effective and enforceable after conversion.
• No business interruption. An LLC does not have to stop doing business during the conversion process. Conversion occurs behind the scenes and need not affect the day-to-day operations or the public-facing part of the business.
• No effect on debts and liabilities. 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. The LLC also owes all the same debts and taxes that it owed before conversion. Domestication does not affect any liability members have or do not have for the LLC’s obligations.
• No need to dissolve in the original state. Florida LLC conversion does not trigger dissolution, liquidation, or winding up of the LLC. 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. Filings in the original state are limited to the equivalent of the articles of conversion. Registration as a foreign LLC in the original state is also not essential; the company can register as a foreign LLC in the original state if it will still do business there, but it does not have to.
• Membership interests convert automatically. A member who owned an interest in the out-of-state LLC before conversion continues to own the same interest in the Florida LLC, except to the extent the plan of conversion provides differently. Membership interests in the out-of-state LLC are converted to membership interests in the Florida LLC.
• Governing documents become effective. The Florida LLC’s governing documents (also called 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.
• Court cases continue uninterrupted. 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 is simply substituted for the out-of-state LLC’s name in any pending legal actions or proceedings.

Moving an LLC Out of Florida

Florida permits outbound LLC conversion under Fla. Stat. § 605.1041(1)(b). A Florida LLC can convert to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

Florida Outbound Conversion Requirements

A Florida LLC that converts to another state must file articles of conversion with the Florida Department of State. The articles of conversion serve as the formal record of the conversion. The outbound filing must include a plan of conversion approved by the LLC’s members in accordance with Fla. Stat. § 605.1042(1).

Florida does not require a separate certificate of surrender. The articles of conversion complete the Florida side of the transaction. The destination state will require its own formation and conversion (or domestication) documents.

Filing Fees for Moving an LLC from Florida

The Florida Department of State charges a filing fee of $25.00 for an outbound articles of conversion. The destination state will charge separate filing fees for its formation and conversion documents.

Florida LLC Laws That Apply After the Move

The Florida Revised Limited Liability Company Act (Fla. Stat. §§ 605.0101 through 605.1108) imposes ongoing requirements on all domestic LLCs, including those formed through conversion from another state. An LLC that converts to Florida becomes subject to these obligations immediately upon effectiveness of the conversion.

Florida Annual Report and Compliance Requirements

Florida requires domestic LLCs to file an annual report with the Florida Department of State by no later than May 1 each year. The annual report filing fee is $138.75. This ongoing compliance requirement means that Florida LLCs must remain registered with the state.

An LLC that converts to Florida and no longer has to file in the original state may actually incur a new annual filing requirement if it was not previously subject to annual report filing in its prior state.

Florida LLC Operating Agreement Requirements

Florida refers to an LLC’s internal governance document as an operating agreement under Fla. Stat. § 605.0102(45). The operating agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The operating agreement is not filed with the state; it is maintained by the LLC as a private document.

Florida Registered Agent Requirements

Florida law requires a Florida LLC to name a registered agent in Florida authorized to accept service of process for the company. A business can hire a commercial registered agent provider to serve in that capacity. Hiring a commercial registered agent can be a good option for an LLC without a Florida location. A commercial registered agent also provides the consistency and convenience of centralized service processing.

Alternatives to Florida LLC Conversion

When conversion is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Florida LLC and merging the out-of-state LLC into it, with the Florida LLC as the surviving entity. The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law.

The Florida Department of State charges a filing fee of $50.00 for the merger filing (articles of merger at $25 per LLC party, assuming 2 parties), in addition to the $125.00 formation fee for the new Florida LLC. For a detailed explanation of how the reorganization process works, see our guide to LLC reorganization.

For a state-by-state comparison of LLC conversion and domestication laws across all states, see our guide to LLC domestication and conversion by state.

Post-Conversion Compliance and Ongoing Obligations

After the conversion is complete and the Florida LLC is registered with the Florida Department of State, the business enters a new compliance phase. The converted LLC must maintain its registered agent designation, file annual reports, and comply with all ongoing Florida LLC requirements. Because the converted LLC is the same entity as the pre-conversion LLC, existing business relationships, contracts, leases, permits, and licenses continue without interruption.

However, some third parties, including lenders and insurance carriers, may require notice of the conversion or updated documentation reflecting the LLC’s new Florida domicile and governing law. Owners should proactively communicate the conversion to relevant business partners and review any contracts or agreements that reference the LLC’s state of organization.

Federal and state tax obligations also continue. The converted LLC retains its Employer Identification Number (EIN) and does not need to apply for a new federal tax identification number. State tax obligations depend on the specific taxable nexus the LLC maintains in each state. If the LLC conducted business only in the prior state and relocates all operations to Florida, the prior state’s ongoing tax obligations may cease.

However, if the LLC continues any business activity in the prior state or has other taxable connections there, it may remain subject to that state’s tax requirements or at minimum must file a termination or closing statement with the prior state’s revenue department. An LLC planning a conversion should consult with a tax professional to understand how the conversion affects multi-state tax reporting obligations.

Outbound Conversions from Florida

A Florida LLC may also need to convert to another state. This outbound conversion follows the same statutory framework as inbound conversions but in reverse. The Florida LLC must prepare a plan of conversion, file articles of conversion with the Florida Department of State, and complete all filings required by the destination state.

The destination state’s law governs the destination LLC’s formation requirements and the conversion’s legal effects once it is complete. A Florida LLC’s members must approve the plan of conversion, typically by majority vote unless the operating agreement specifies a different approval standard. The Articles of Conversion filed with Florida becomes effective when accepted by the Florida Department of State, and the LLC’s governance then transitions to the laws of the destination state.