Florida LLC Articles of Conversion
Florida law authorizes a legal process called a conversion that allows an existing business to move to a new state or to change its business structure.1 A Florida LLC conversion can change an out-of-state LLC into a Florida LLC or change a Florida LLC into an out-of-state LLC.2 Florida’s LLC conversion process is a useful tool for business owners who move to Florida, as it avoids the more expensive and time-intensive process of winding up a business in its current state, transferring assets, and forming a new Florida LLC.
The principal document a converting LLC files in Florida is called a Florida LLC articles of conversion. Filing the articles of conversion is just one step of a conversion to Florida. An out-of-state LLC that wants to transfer to Florida must complete the entire Florida LLC conversion process.
What are Florida LLC Articles of Conversion?
Florida law requires an out-of-state LLC that wants to change its state of formation to Florida to file a Florida articles of conversion to complete the process.3 The business files the articles of conversion along with its new Florida articles of organization. The two documents begin the business’s existence as a Florida LLC, but the LLC is otherwise the same entity that it was in the original state. It keeps the same tax identification number, assets and liabilities, and contractual rights and obligations that it had before the conversion.4
Other states use different names—such as certificate of conversion or statement of conversion—for the document that is the equivalent of Florida’s articles of conversion. Many states use the name LLC domestication for the process of changing an LLC’s domicile state to a new state. In those states, the filed document may be called articles of domestication, statement of domestication, or certificate of domestication.
What Information Must Florida Articles of Conversion Include?
Florida law requires articles of conversion filed by an out-of-state LLC converting to Florida to include each of the following items:
- The LLC’s name, current state, and entity type before the conversion (for example, Business Name, LLC, a California limited liability company);
- The LLC’s name, new state (Florida), and entity type after the conversion;
- The LLC’s Florida articles of organization (as an attachment);
- A statement that the conversion was approved by the out-of-state LLC as required by the law of the original state and by each LLC member whose approval is required;
- A statement that the Florida LLC has agreed to pay to any LLC members with appraisal rights the amount to which such members are entitled under Florida law; and
- The conversion’s effective date if the conversion is not effective on the date of filing the articles of conversion.6
An out-of-state LLC converting to Florida can include in the articles of conversion any other provisions that are not legally prohibited.7 Any provisions in the articles of conversion are binding on the company after the conversion takes effect.
What Information Must a Converting LLC’s Florida Articles of Organization Include?
The Florida articles of conversion filed by an out-of-state LLC converting to Florida must be accompanied by the LLC’s new Florida articles of organization. The articles of organization is a straight-forward, two-page document that establishes the company as a Florida LLC.8
An LLC’s articles of organization lists the company’s:
- Principal office address and mailing address;
- Registered agent information; and
- Names and addresses of members or managers authorized to manage and control the LLC.9
How Does an LLC Sign its Florida Articles of Conversion?
A converting LLC’s Florida articles of conversion and articles of organization must be signed by a person who has authority to act for the company.10 That usually means a member or manager of the LLC or an officer, employee, or agent granted authority by the LLC’s operating agreement or a statement of authority.11 The person listed as the LLC’s registered agent must also sign the articles of organization to accept the appointment as registered agent.12
How Does an LLC File its Florida Articles of Conversion?
A converting LLC must file the completed articles of conversion and articles of organization with the Florida Division of Corporations to officially move the company to Florida. The documents should be accompanied by the Division of Corporations’ form cover sheet and the filing fee. The filing fee amount is $150.00—which consists of $25.00 for the articles of conversion and $125.00 for the articles of organization.
The Division of Corporations accepts articles-of-conversion filings via mail to its Tallahassee office. E-filing is not currently available for articles of conversion.
When is a Florida LLC Articles of Conversion Effective?
Florida articles of conversion are ordinarily effective upon filing and acceptance by the Division of Corporations.13 Alternatively, an LLC can list a delayed effective date in its articles of conversion—which can be up to 90 days after filing.14 When the conversion becomes effective, the LLC becomes a Florida LLC governed by the Florida Revised Limited Liability Company Act.15 The LLC otherwise remains essentially the same entity and is considered to have been formed on the date it was formed in its original state.
An LLC that transfers to Florida should also create a new Florida operating agreement as part of the conversion process. The operating agreement—which need not be filed with the Division of Corporations—is a customized agreement between the LLC members that governs the company’s management and internal affairs.16
- Fla. Stat. § 605.0102(11).
- Fla. Stat. § 605.1041.
- Fla. Stat. § 605.1045(1).
- Fla. Stat. § 605.1046.
- See Fla. Stat. § 605.1051.
- Fla. Stat. § 605.1045(2).
- Fla. Stat. § 605.1045(2).
- Fla. Stat. § 605.0201(1).
- Fla. Stat. § 605.0201.
- Fla. Stat. § 605.0203(1)(a).
- See Fla. Stat. § 605.0301.
- Fla. Stat. § 605.0201(1)(c).
- Fla. Stat. § 605.0207(1).
- Fla. Stat. § 605.1045(2)(h).
- Fla. Stat. § 605.1046(1).
- Fla. Stat. § 605.0105(1).