The formal transfer of an LLC from one state to another is known as domestication. However, domestication is permitted only if both states allow for it. Domestication would be appropriate if you do no longer wish to conduct business in the original state of formation and would like to avoid dissolution and new company formation in the other jurisdiction. Many business owners choose to domesticate when they completely relocate to another state and wish to move their company with them.
How Do I Domesticate my LLC in Florida?
As mentioned above, if neither or only one of the two states permit domestication, this option is not available. Instead, you would need to form a new company with the Secretary of State or State Department in the new state and dissolve your company in the originating state. States that currently support domestication include Arizona, California, Florida, and Washington D.C., among many others. So, let’s say you move to Florida from Washington D.C., and would like to relocate your business to Florida, the process would be straightforward because both jurisdictions permit domestication. To domesticate your limited liability company in Florida, you would need to file Florida Articles of Conversion, converting your “other business entity” into a Florida limited liability company, as well as Florida Articles of Organization to fully domesticate your entity in Florida, along with any other documents or information the Florida Division of Corporations may require and all applicable filing fees. As a result, you would now own a Florida LLC and can keep your company’s existing EIN, so long as your business structure remains unchanged. Once the domestication is completed, you may effectively file to dissolve the former entity in Washington D.C.
Does New York allow Domestication?
New York, for example, does not allow for domestication, which means that even if you are relocating from a state that does, such as Florida or California, you will nonetheless be required to form a new entity with the New York State Department of State (NYSDOS). As such, the process for relocating to New York will entail forming a new company within the state. It is important to note that you should first form your new company in New York and wait until you properly file and receive the Articles of Organization (other states refer to these documents as the Certificate of Formation or the Certificate of Organization). Once the formation documents are finalized, you may then file for the Articles of Dissolution to dissolve your company in the original state. You will require a new EIN for your NY company.
Do I Need a Certificate of Good Standing to Domesticate my LLC to Florida?
It is important to note that a Certificate of Good Standing is required for all states prior to domestication. This is essentially a formal document that provides proof that your business has actually been registered with the original state, and that you have complied with all obligations required by law. If you are looking to domesticate, your first step should be to obtain a Certificate of Good Standing from the original jurisdiction.
