If you are operating a Limited Liability Company (LLC) in one state but want to move it permanently to another state, you may do so through a process called domestication. It is important to note that the state you are moving your LLC from and the state you are moving it to, must allow for domestication in order for you to validly transfer your business. Florida is among the states which allows for this process.
How is the Process of Domesticating an LLC in Florida?
Businesses seeking to get their LLC domesticated in Florida, should first obtain a certificate of good standing from their original state. Next, the business must file a Certificate of Domestication and their Articles of Incorporation with the State of Florida Division of Corporations. Once such steps are complete, the LLC in the previous state may be closed.
What Must a Florida Certificate of Domestication Include?
Per Florida Statute 607.1801, the Certificate of Domestication must certify:
- The date on which and jurisdiction where the corporation was first formed, incorporated, or otherwise came into being;
- The name of the corporation immediately prior to the filing of the certificate of domestication;
- The name of the corporation as set forth in its articles of incorporation; and
- The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the corporation, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of domestication.
Will My LLC Keep the Same Employer Identification Number?
Florida allows for domesticated LLCs to maintain the same Employer Identification Number (EIN) as well as all bank accounts and credit ratings.
Will My LLC Keep the Same Incorporation Date?
Yes, after filing the Certificate of Domestication with the Department of State, the existence of the LLC “shall be deemed to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being.” Therefore, the LLC will be able to keep its original incorporation date.
