Move your company to Florida without starting over. Keep EIN, contracts, and bank accounts. No downtime.

Redomestication is the statutory conversion of a business entity from your prior state to Florida under Fla. Stat. § 605.1041 (limited liability companies) or Fla. Stat. § 607.11920 (corporations). The entity retains its Federal Employer Identification Number, contracts, bank accounts, credit history, and legal continuity. No new company is formed and no assets transfer.

Redomestication, also known as redomiciling or statutory conversion, is the process of legally transferring a company's home state from your prior state to Florida. This unique process allows the company to retain its existing name (so long as it is available in Florida), credit history, contracts, bank accounts, and federal employer identification number (FEIN) without:

• Creating a new company in Florida;
• Transferring assets between business entities;
• Triggering federal income tax at the company or owner level;
• Applying for foreign registration in Florida; or
• Dissolving the original company.

For these reasons, redomestication is distinct from the traditional approaches of filing as a foreign entity or merging two entities together. The company that exists after the redomestication is the same legal entity that existed before the redomestication. It carries forward all of its prior history (including credit history), rights, obligations, and liabilities as a matter of law.

The process is authorized under the applicable statutes of both your prior state and Florida. Every state has unique laws and procedures. Our attorney evaluates the statutory framework of both jurisdictions before commencing any filing.

Foreign qualification registers the company in Florida while preserving prior-state domicile, requiring dual-state compliance. Merger forms a new Florida entity and dissolves the old, requiring asset transfers and a new Federal Employer Identification Number. Redomestication changes the entity's domicile to Florida under Fla. Stat. § 605.1046 without creating a new entity or transferring assets.

Business owners who wish to operate in Florida often encounter three distinct legal mechanisms. Each carries different legal, tax, and operational consequences:

• Foreign Qualification (a.k.a. Foreign Registration): The company registers as a foreign entity in Florida while remaining domiciled in your prior state. The company must then maintain compliance, pay fees, and file reports in both your prior state and Florida. This approach does not change the company's domicile and does not eliminate ongoing obligations in your prior state.
• Merger: A new company is formed in Florida, and the original company merges into it. The original company then ceases to exist, and the surviving entity may receive a new FEIN. This approach can trigger tax consequences and requires the transfer of contracts, licenses, bank accounts, and other assets to the surviving entity. This is a very costly and time-consuming approach.
• Redomestication: The company itself changes its state of domicile from your prior state to Florida. No new company is created. The FEIN, contracts, bank accounts, and credit history remain intact. The company's legal continuity is preserved by operation of statute and the Plan of Conversion, and the process does not require asset transfers, novating contracts, or closing bank accounts.

Redomestication is, in most cases, the superior approach for business owners because it preserves continuity, avoids the creation of duplicate entities, and minimizes the administrative and tax burdens associated with foreign qualification and merger when performed correctly.

The flat-fee covers attorney and Certified Public Accountant work from intake through final acceptance and includes the Plan of Conversion required by Fla. Stat. § 605.1042. Florida filing costs are statutory: $25 articles of conversion plus $125 articles of organization for limited liability companies under Fla. Stat. § 605.0212(2). Prior-state filing fees vary by jurisdiction.

For a one-time, flat-fee plus state filing costs, our dually-licensed attorney and CPA prepares and files all required legal instruments to change the domicile of your company from your prior state to Florida. The flat-fee covers the entire process from initial consultation through final confirmation of acceptance but excludes any tax work.

It is important to note that many online services, and even some attorneys, omit the preparation of a custom Plan of Conversion. This omission can result in a failure of the process and unforeseen tax and legal complications at both the state and federal levels.

After receiving positive confirmation of acceptance by the Florida Department of State, our attorney then prepares and files a statement of conversion (also referred to as a statement of redomestication, certificate of conversion, articles of conversion, or other jurisdiction-specific terminology) in total compliance with the formalities required by your prior state law, completing the redomestication.

We know of no other service that will perform all of these legal services to transfer your company to Florida from your prior state at this competitive price.

Yes. If the Florida Department of State rejects the filing and Cummings & Cummings Law cannot resolve the issue, the firm refunds 120 percent of the legal fee. The firm has completed every redomestication submitted to date with statutory acceptance, attributable to the custom Plan of Conversion drafted under Fla. Stat. § 605.1042 specifications.

If your redomestication is rejected by the Florida Department of State and our attorney is not able to resolve the issue on your behalf, we will refund 120% of your legal fees. No other attorney in Florida matches this guarantee.

This guarantee reflects our confidence in the thoroughness of our process and the quality of the legal instruments we prepare. Because we include a custom Plan of Conversion and file in strict compliance with the statutory requirements of both your prior state and Florida, we have attained a 100% success rate.

Florida imposes no state-level personal income tax under Fla. Const. art. VII, § 5(a). Limited liability companies, S corporations, and partnerships pay no Florida entity-level income tax. Florida law provides homestead protection under Fla. Const. art. X, § 4 and tenancy-by-the-entireties asset protection. Florida ranks among the leading states for business formation.

Florida is a pro-business state with favorable tax policies and a diverse and growing economy. By redomesticating to Florida from your prior state, your company may benefit from:

• A streamlined tax structure with no state-level personal income tax;
• No state-level income tax or franchise tax for most company types;
• A growth-oriented legal environment with strong asset protection statutes;
• A large and diverse consumer market; and
• A well-developed infrastructure for business formation and compliance.

The absence of a state-level personal income tax is a significant factor for owners of pass-through entities such as LLCs, S corporations, and partnerships, where business income flows through to the owners' personal tax returns. Owners who are also Florida residents may realize meaningful tax savings at the state level.

A redomestication that satisfies Treasury requirements qualifies as a tax-free F-reorganization under I.R.C. § 368(a)(1)(F). Tax attributes carry over under I.R.C. § 381. No gain or loss is recognized at the entity or owner level. The Internal Revenue Service confirmed this treatment for analogous facts in Rev. Rul. 2008-18, 2008-13 I.R.B. 674.

Redomestication is a form of non-taxable business reorganization recognized under Sections 351, 355, and/or 368(a) of the Internal Revenue Code (IRC) and applicable Treasury Regulations. When executed in compliance with the statutory requirements, transferring your company from your prior state to Florida using this approach will not trigger any new federal income taxes at either the company or owner level.

The tax-free treatment arises because the redomestication is a change in domicile only, not a sale, exchange, or distribution of assets. The company's tax attributes, including its basis in assets, carry forward without adjustment or new accounting.

You will need to apprise the IRS of your new business address. Our firm can handle this administrative task for you at a nominal, additional charge.

Florida imposes no state-level personal income tax. C corporations pay 5.5 percent on Florida-source income under Fla. Stat. § 220.11. Limited liability companies, S corporations, and partnerships pay no Florida entity-level tax. The prior state may require a final return through the effective date and may impose exit taxes or clawback provisions.

The state-level tax implications of redomesticating depend on the laws of your prior state and the specific facts and circumstances of your company.

• Your prior state: Most states require the filing of a final tax return for the period ending on the effective date of the redomestication. Some states may attempt to impose exit taxes, clawback provisions, or other obligations. This is why it is important to keep your tax preparer informed prior to, throughout, and following the redomestication, so he or she will be on notice to prepare and file any tax documents in your prior state.
• Florida: Florida does not impose a state-level personal income tax. Most company types, including LLCs, S corporations, and partnerships, pay no state-level income tax or franchise tax. C corporations domiciled in Florida may be subject to Florida's corporate income tax on income apportioned to the state.

If your company has employees, inventory, or sales tax obligations, additional state-level registrations may be required. We discuss these considerations during the initial consultation and can assist with these registrations at additional charge, though they are excluded from the flat-fee price shown on our website, and the execution and delivery of a separate engagement letter is required for any tax work.

The client submits the online intake and payment. The attorney drafts a custom Plan of Conversion under Fla. Stat. § 605.1042. Articles of conversion are filed with the Florida Department of State under Fla. Stat. § 605.1045. After acceptance, the corresponding statement of conversion is filed in your prior state to terminate prior-state domicile.

The process proceeds in the following sequence:

• Step 1: Complete the process on our website. Access our redomestication workflow at this secure link and submit payment. Our dually-licensed attorney and CPA then begins reviewing your information and preparing your documents for electronic signature.
• Step 2: Plan of Conversion. Our attorney prepares a custom Plan of Conversion and a legal instrument adopting that Plan of Conversion, tailored to the statutory requirements of both your prior state and Florida. This document is provided to you for review and signature via DocuSign.
• Step 3: Filing with Florida. Our firm prepares and files documents with the Florida Department of State.
• Step 4: Confirmation. Upon acceptance by the Florida Department of State, our firm confirms receipt and provides you with the filed and stamped documents.
• Step 5: Filing with your prior state. Our attorney prepares and files a custom statement of conversion (or equivalent instrument) with your prior state, completing the redomestication and concluding the company's domicile in your prior state.
• Step 6: Post-Redomestication. Our firm provides guidance on next steps and ongoing Florida filing requirements, including specific information to provide to your CPA or bookkeeper.

It is important to note that most online services, and even some attorneys, omit Step 2 (the Plan of Conversion) and Step 5 (the filing with your prior state). These omissions can result in a failure of the process and unforeseen tax and legal complications which are burdensome and time-consuming to remedy, if they can be remedied at all.

A Plan of Conversion is the legal instrument required by Fla. Stat. § 605.1042 that authorizes the change of domicile. It must identify the converting entity, the destination jurisdiction, and the treatment of ownership interests. Omission causes filing rejection by the Florida Department of State and may forfeit federal tax-free treatment under I.R.C. § 368(a)(1)(F).

A Plan of Conversion is the foundational legal document that authorizes and governs the redomestication of your company from your prior state to Florida. Think of it like the Constitution. It sets forth the terms and conditions of the conversion, identifies the company and the jurisdictions of Florida as the destination and your prior state as the origin, and specifies the manner in which the interests of the owners will be treated and continued.

Both your prior state and Florida law require the adoption of a Plan of Conversion as a prerequisite to filing articles of conversion or redomestication. Failure to prepare and adopt a proper Plan of Conversion can result in:

• Rejection of the filing by Florida or your prior state;
• A defective conversion that may not be recognized as legally effective;
• Loss of the non-taxable character of the transaction under federal tax law;
• Disputes (and even lawsuits) among owners regarding the terms of the redomestication; and
• Exposure to personal liability for officers, directors, or managers who authorized a defective transaction.

Our attorney prepares a custom Plan of Conversion for every engagement. This document is not a template or boilerplate form. It is drafted to comply with the specific statutory requirements of both your prior state and Florida.

Local and professional licensing requirements vary by Florida county, municipality, and profession under Fla. Stat. ch. 205 (local business tax) and chapter-specific professional licensing statutes. The flat-fee excludes local license applications. Cummings & Cummings Law assists with local and professional licensing under a separate engagement letter. Many businesses without a physical public-facing location require no local license.

Because of the significant variation among local and professional licensing requirements across Florida's counties and municipalities, we do not include these services in the flat-fee. Licensing requirements depend on the nature of the business, the county and municipality in which it operates, and whether the business engages in a regulated profession or trade.

We are prepared to assist with this bespoke service at additional charge upon request and upon the execution and delivery of a separate engagement letter. In many cases, businesses will not require local or professional licenses at all, particularly if the company does not maintain a physical location open to the public or engage in a profession that requires state licensure.

Please inquire if you have questions about whether your business requires local or professional licensing in Florida.

Yes. The tax preparer must file a final state income tax return in your prior state through the effective date of the conversion, plus final payroll, sales and use, and excise tax returns as applicable. Federal Forms 1120, 1120-S, or 1065 continue uninterrupted under the same Federal Employer Identification Number under Treas. Reg. § 301.6109-1.

Your tax professional should prepare and file final tax returns for your prior state, covering the period through the last date of nexus and taxable activity in your prior state. Depending on the nature of your business operations, it may also be necessary for your tax professional to file one or more of the following:

• Final state income tax return for your prior state;
• Final local or municipal tax returns, if applicable;
• Final payroll tax returns and notifications to your prior state;
• Final sales and use tax returns, if applicable; and
• Final excise or specialty tax returns, if applicable.

We do not include tax return preparation in the flat-fee because many small business owners already work with a trusted tax professional. If, however, you require assistance with these filings, we will be pleased to assist upon request at additional charge and subject to the execution and delivery of a separate engagement letter.

An unregistered foreign entity transacting business in Florida loses standing to maintain a civil action under Fla. Stat. § 605.0905 (limited liability companies) or Fla. Stat. § 607.1502 (corporations) and incurs civil penalties for each year of unregistered activity. The entity also forfeits limited liability protection and may incur back franchise and income taxes plus penalties and interest.

Operating a business in Florida without proper registration is illegal and exposes the company and its owners to a number of legal and financial risks, including:

• Loss of Liability Protection: An unregistered company may lose the benefit of limited liability, exposing the personal assets of its owners to claims against the business, potentially resulting in personal bankruptcy.
• Inability to Access Florida Courts: An unregistered company may be prohibited from initiating, responding to, or maintaining a lawsuit in Florida courts to enforce its contracts or protect its rights.
• Fines and Penalties: Florida imposes penalties on entities that transact business in the state without proper registration, including late fees and potential administrative action. Criminal action is a possibility in extreme cases.
• Tax Penalties: Failure to register and file required tax returns can result in the assessment of taxes, penalties, and interest by the Florida taxing authorities.
• Contract Enforceability Risks: Contracts entered into by an unregistered company may be subject to challenge, creating uncertainty in the company's business relationships.

We do not recommend that any business operate in Florida without proper registration for these and other reasons. Redomestication provides the most thorough and legally sound method of establishing your company in Florida.

Two to three months from engagement is typical, governed primarily by the processing times of the Florida Department of State and your prior-state filing office. Florida offers expedited processing under Fla. Stat. § 15.16(2), reducing the timeline to under one month in many cases. Cummings & Cummings Law provides weekly status updates throughout the engagement.

The process can take between two to three months from the date of engagement, depending on state processing times. The principal variable is the turnaround time of the Florida Department of State and your prior state, both of which are outside of our control.

It is possible for the process to be completed more quickly depending upon your unique circumstances, including whether expedited processing is available and advisable. When expediting is available (and it often is), we can compress the timeline to less than a month. In all cases, our firm will keep you informed with weekly status updates throughout the process at no additional charge.

We recommend that business owners begin the process well in advance of any planned operational changes, tax year-end deadlines, or other time-sensitive events to allow sufficient time for processing in both your prior state and Florida.

The flat-fee includes a 15-minute consultation, a custom Plan of Conversion under Fla. Stat. § 605.1042, articles of conversion under Fla. Stat. § 605.1045, the corresponding statement of conversion in your prior state, weekly status updates, and delivery of all filed and stamped documents. All work is performed by a Florida-licensed attorney and Certified Public Accountant.

Our flat-fee service includes:

• A 15-minute telephone consultation before purchasing to discuss your needs and address your specific questions;
• Preparation of a custom Plan of Conversion and an authorizing resolution or consent;
• Preparation, review, and filing of instruments with the Florida Department of State to commence the redomestication;
• Preparation, review, and filing of an appropriate instrument to discontinue your company domicile in that jurisdiction;
• Weekly status updates throughout the process; and
• Delivery of all filed and stamped documents upon completion.

All documents are prepared, reviewed, and filed by a licensed Florida attorney and Certified Public Accountant (CPA). No work is delegated to apprentices, assistants, or third-party vendors.

Once your prior state has approved the redomestication, our work together is completed, and we will provide you with "next steps" regarding ongoing Florida filing requirements, as well as information on preparing and filing tax returns which you should provide to your tax professional.

Optional services available under a separate engagement letter include final prior-state tax returns, Florida payroll and sales tax registrations, Internal Revenue Service Form 8822-B address change, local and professional licensing, Florida registered agent service under Fla. Stat. § 605.0113, and governing-document amendments. Each optional service is quoted in writing before commencement.

Depending on the nature of your business, the following additional services may be required and are available at extra charge pursuant to a separate engagement letter:

• Preparation and filing of final tax returns in your prior state;
• Registration for payroll tax accounts in Florida;
• Registration for sales and use tax accounts in Florida;
• IRS address change (IRS Form 8822-B);
• Local, state, and professional business license applications;
• Registered agent services in Florida;
• Amendment of operating agreements, bylaws, or other governing documents; and
• Additional consultation time beyond the included 15 minutes.

This list is intended to be illustrative, not exhaustive. In many cases, these additional services will not be required. Many small business owners choose to handle certain administrative tasks on their own or through their existing tax professional. We discuss the need for any additional services during the initial consultation so there are no surprises.

A Florida-licensed attorney is bound by the Rules Regulating The Florida Bar, carries professional liability insurance, and is subject to The Florida Bar grievance procedures under R. Regulating Fla. Bar 3-7.1. Online filing services disclaim legal advice, fill forms only, and cannot be sued for malpractice. Only a licensed attorney may draft a Plan of Conversion under Fla. Stat. § 454.23.

The difference between a licensed attorney and an online filing service is the difference between legal representation and document processing. Online services fill in form fields and submit filings. They do not provide legal advice, evaluate the tax implications of the conversion, or prepare custom legal instruments such as a Plan of Conversion.

By engaging a licensed Florida attorney and CPA, you receive:

• Legal Accountability: Our firm is subject to the Florida rules of professional conduct, carries professional liability (malpractice) insurance, and can be held accountable through the state bar and other legal processes. Online services are not fiduciaries and offer no comparable protection.
• Tax Expertise: A CPA understands the federal and state tax implications of the redomestication and can identify potential issues before they become problems.
• Custom Legal Instruments: Every Plan of Conversion, set of articles, and statement of conversion is drafted from scratch based on the specific facts of your engagement. No templates or boilerplate forms are used.
• Direct Communication: All client communication is handled by the attorney and CPA who is performing the work. You will not communicate with an apprentice, assistant, or call center representative.
• Brick-and-Mortar Presence: We are a technology-forward, full-service law practice with a physical office, providing an additional layer of accountability and accessibility.

Eligible entities under Florida law include limited liability companies under Fla. Stat. § 605.1041, corporations under Fla. Stat. § 607.11920, limited partnerships under Fla. Stat. § 620.2103, and limited liability partnerships. Sole proprietorships and unfiled general partnerships are ineligible because they have no registered state of domicile. The prior state's statute must also authorize the conversion.

The following types of business entities are eligible for redomestication to Florida, subject to the conversion statutes of both your prior state and Florida:

• Limited Liability Companies (LLCs), including single-member and multi-member LLCs;
• Corporations, including C corporations and S corporations;
• Limited Partnerships (LPs); and
• Limited Liability Partnerships (LLPs).

Some jurisdictions restrict redomestication to certain entity forms or impose additional procedural requirements. Our attorney evaluates the specific statutory framework of both your prior state and Florida before commencing any engagement to confirm that the conversion is authorized and to identify any special requirements.

Sole proprietorships and general partnerships without a formal filing are not eligible for redomestication because they are not registered entities with a state of domicile. Different approaches are available for these business forms, and we are prepared to discuss alternatives during the consultation.

Under Fla. Stat. § 605.1046, the converted entity is the same legal entity that existed before conversion. All contracts, leases, vendor agreements, intellectual property registrations, and other obligations remain in force without assignment or novation. The Federal Employer Identification Number does not change under Treas. Reg. § 301.6109-1. Bank account ownership continues with updated address information.

One of the principal advantages of redomestication is that the company's legal continuity is preserved and maintained by operation of law and the Plan of Conversion. This means that:

• Contracts and Agreements: All existing contracts, leases, vendor agreements, and other obligations remain in full force and effect. No assignment, novation, or amendment is required as a matter of law, because the converted company is the same legal entity that entered into the original agreement.
• Bank Accounts: The company's FEIN does not change. Most banks will update the company's domicile information and address upon presentation of the filed and stamped conversion documents.
• Intellectual Property: Federal trademark and patent registrations are unaffected by the change of domicile. You should update your address of record with the United States Patent and Trademark Office (USPTO) and any other relevant agencies.

Yes. Fla. Stat. § 605.0113 (limited liability companies) and Fla. Stat. § 607.0501 (corporations) require every Florida entity to maintain a registered agent with a Florida street address. The registered agent may be an individual resident or a commercial service. Cummings & Cummings Law provides registered agent service at additional cost under a separate engagement letter.

Florida law requires every company domiciled in the state to maintain a registered agent with a physical street address in Florida. The registered agent is responsible for receiving service of process and official correspondence from the Florida Department of State and other government agencies on behalf of the company.

If you or another officer, director, or member of the company maintains a physical address in Florida, that individual may serve as the registered agent. If not, a commercial registered agent service may be engaged.

Our firm can also provide for registered agent services at an additional charge. Full information on this and other, optional services is displayed in full when completing the workflow on our website.

Amendment is recommended but not legally required for the conversion to take effect. Governing documents should be revised to specify Florida as the governing law under Fla. Stat. § 605.0107, update the principal office address, name the Florida registered agent, and remove provisions specific to your prior state's statutes that may be unenforceable in Florida.

Following the redomestication, the company's internal governing documents should be reviewed and amended to reflect the change in domicile and to ensure compliance with Florida law. Common amendments include:

• Updating the governing law provision to reference Florida law;
• Updating the principal office address and registered agent information;
• Confirming that the company's governance provisions are consistent with the Florida statutes applicable to the entity type; and
• Removing or revising any provisions that are specific to your prior state's statutes and that may not be enforceable under Florida law.

This service is not included in the flat-fee but is available at additional charge subject to the execution and delivery of a separate engagement letter. We recommend that all business owners review their governing documents following the conversion, either with our firm or with their existing legal counsel.

Yes. A 15-minute telephone consultation is available before engagement. The attorney confirms statutory eligibility under both your prior state's law and Fla. Stat. § 605.1041 or § 607.11920, identifies any procedural complications, and explains the timeline. The consultation is not a prerequisite to proceeding with the online intake workflow.

We offer an optional 15-minute telephone consultation to discuss transferring your company from your prior state to Florida before you make any commitment. During this consultation, our attorney will:

• Confirm that your company type and your prior state are eligible for redomestication to Florida;
• Identify any special considerations or potential issues;
• Explain the process, timeline, and deliverables; and
• Answer any questions you may have.

It is not required to schedule a telephone conference with our firm before completing the online workflow, though it is encouraged to prevent any misunderstanding.

Begin by clicking "See Price & Get Started". The online intake collects entity name, prior state, entity type, and ownership information. Payment is submitted at the conclusion of the intake using encrypted processing. The intake takes fewer than five minutes. The attorney begins drafting the Plan of Conversion under Fla. Stat. § 605.1042 upon receipt of payment.

You may begin the process by completing the online order workflow here. The steps are as follows:

• Input your business name and select "Next";
• Complete the 100% online intake workflow, providing the required information about your company;
• See full, line-item detail and a breakdown of filing costs, legal fees, and optional services before inputting your payment information; and
• Submit a secure payment at the conclusion of the workflow.

Upon receipt of your order, our attorney will contact you to confirm receipt and set to work on preparing the legal instruments. The entire online intake process can be completed in fewer than five minutes, and we accept a variety of payment methods.

No printing is required for most engagements. Documents are signed electronically via DocuSign in compliance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, and the Florida Electronic Signature Act, Fla. Stat. § 668.50. Payment is submitted at the conclusion of the online intake using encrypted processing. Wet signatures are required only in rare circumstances.

In most cases, there is no need to print or sign any documents. Our firm uses DocuSign to obtain electronic signatures on all required documents whenever possible, enabling you to review and sign from any device and anywhere in the world with an internet connection. In rare circumstances where a so-called wet signature is required, we will notify you in advance and provide instructions.

All payments are submitted at the conclusion of the online order process using secure, encrypted payment processing.

After conversion, Florida requires an annual report by May 1 each year under Fla. Stat. § 605.0212 (limited liability companies) and Fla. Stat. § 607.1622 (corporations). Failure to file by the third Friday of September causes administrative dissolution. The entity must maintain a Florida registered agent under Fla. Stat. § 605.0113. Tax obligations depend on entity type and activities.

After the conversion is complete, your company will be subject to Florida's ongoing compliance requirements, which include:

• Annual Report: Florida requires most business entities to file an annual report. The annual report includes current information about the company's officers, directors, members, or managers, its principal address, and its registered agent. Failure to file the annual report can result in administrative dissolution of the company with serious consequences.
• Registered Agent Maintenance: The company must maintain a registered agent with a physical address in Florida at all times.
• Tax Compliance: Depending on its specific business activities, the company may have ongoing obligations for federal income tax, sales and use tax, payroll tax, and other obligations.

We provide guidance on these requirements following the completion of the redomestication and can assist with annual report filings and other compliance tasks upon request at additional charge pursuant to a separate engagement letter which must be executed and delivered prior to our firm accepting any responsibility for that additional scope of work.

Redomestication changes only the state of domicile. Foreign qualifications in other states must be amended to reflect the new Florida domicile. Tax nexus continues in any state where the company has employees, real property, inventory, or substantial sales under South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018). Multi-state filing obligations are addressed during the consultation.

If your company conducts business in states other than your prior state and Florida, the redomestication will change the company's home state but will not affect its foreign registrations in other states. After the conversion:

• The company should update its foreign registration in each state where it is registered as a foreign entity to reflect the new state of domicile (Florida). Most states require this update and may charge a nominal filing fee.
• If the company was previously registered as a foreign entity in Florida, that foreign registration will be automatically superseded by the redomestication.
• The company's tax obligations in each state where it conducts business will continue to be governed by the laws of those states, including any nexus-based income tax, sales tax, or payroll tax obligations.
• It is important to note that the mere act of redomestication does not affect the company's tax posture. The company may be subject to taxes in any jurisdiction where it has employees, customers, or real estate. Ask your tax professional for more information.

Our attorney will discuss multi-state considerations during the initial consultation and can assist with updating foreign registrations at additional charge pursuant to the execution and delivery of a separate engagement letter.