Update May 2026: State legislatures are considering various legislative proposals that could change how a company is taxed in your prior state, including the possibility of new wealth, income, and capital gains taxes for the company and its owners. If you are considering relocating your company to Florida, time is of the essence.
Several jurisdictions outside of Florida are considering sweeping changes to state tax law which could result in a company and its owners paying tens of thousands, or in some cases, hundreds of thousands of dollars in new taxes. For a company considering redomesticating to Florida, this should be at the forefront of any tax planning discussion. Redomestication, when coupled with a change of residency to Florida and a reduction or cessation of business activity in your prior state, can be an effective way to reduce or eliminate tax nexus in your prior state, thereby yielding lower taxes for the company and its owners. Ask your CPA for more information.
Table of Contents
- The Redomestication Process in a Nuthsell
- Requirements to Transfer a company from your prior state to Florida in 2026
- Why hire Cummings & Cummings Law to transfer your company from your prior state to Florida?
- Legal requirements for moving your company to Florida (updated May 2026)
- The sequence of moving a company to Florida from your prior state
- How long does it take to move a company from your prior state to Florida?
- How much does it cost to transfer a company from your prior state to Florida?
- Tax considerations when moving a company from your prior state to Florida (updated May 2026)
- Specific requirements to transfer a company to Florida from your prior state
- Redomestication vs. Foreign Registration vs. Merger vs. Dissolution: A Comparison
- Frequently asked questions: moving a company to Florida from your prior state
- Common misconceptions about redomestication
The Redomestication Process in a Nutshell
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3. We submit the legal filings to the states.
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Redomestication, also known as redomesticating, refers to the lesser-known legal process of transferring or moving the "home state" of an existing corporation, partnership, or LLC to a new state. It means keeping your existing company name, credit, and federal employer identification number (FEIN) without wasting time and money creating a new business entity, applying for foreign registration, or moving assets between companies.
— Prof. Chad D. Cummings, Esq., CPA
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Requirements to Transfer a company from your prior state to Florida in 2026
Overview: how redomestication works
Welcome to the complete guide for moving your company from your prior state to Florida presented by Cummings & Cummings Law, a Florida law firm focused on the legal process of redomestication.
Moving your company from your prior state to Florida can offer significant advantages, particularly if you're seeking a more favorable tax environment or streamlined business regulations. Florida is known for its business-friendly policies, including no state income tax, which can lead to substantial savings for your company. Before initiating the process, it's essential to evaluate your current setup in your prior state and ensure compliance with both states' requirements to avoid any legal pitfalls.
The redomestication process typically involves filing specific documents with the secretaries of state in both your prior state and Florida. This includes preparing a plan of redomestication, obtaining board and shareholder approvals if applicable, and submitting articles of redomestication in Florida. Unlike simply registering as a foreign entity, this method allows your company to fully transition its domicile, shedding ongoing obligations in your prior state while retaining your federal EIN and business continuity.
Once approved, your company will operate under Florida's laws, potentially benefiting from asset protection and operational flexibility unique to the state. However, consulting with legal and tax professionals familiar with both your prior state and Florida is crucial to navigate any nuances, such as franchise taxes or entity conversion rules. This strategic move can position your company for long-term growth in a more supportive jurisdiction.
Why hire Cummings & Cummings Law to transfer your company from your prior state to Florida?
Cummings & Cummings Law offers the combined technical and practical experience of a licensed Florida attorney and CPA, with fiduciary duties owed to every client under the law. Redomestication is not a form-filling exercise; it is a continuity project that must preserve the legal and tax identity, governing authority, and operational relationships of the company while shifting its state of domicile to Florida. A dually-licensed professional reduces coordination failure, reduces rework, and reduces the risk that a client receives inconsistent guidance from separate professionals who do not share the same case file.
The attorney relationship imposes fiduciary duties that services like LegalZoom® and RocketLawyer® do not owe. As Justice Benjamin Cardozo expounded in Wendt v. Fischer (1926): a fiduciary “is held to something stricter than the morals of the market place. Not honesty alone, but the punctilio of an honor the most sensitive, is then the standard of behavior.” If you hire a non-attorney to perform the work of an attorney, caveat emptor.
Our firm has completed 500+ redomestications with a 100% success rate and offers a 120% money-back guarantee. Our service model provides a flat-fee structure, a typical timeline of three months, available expedite options, and weekly status updates at no additional charge. All work is performed by the attorney and CPA who signs the filings. No work is delegated to apprentices, assistants, or third-party vendors.
Legal requirements for moving your company to Florida (updated May 2026)
Redomesticating your company from your prior state to Florida is governed by Chapters 605, 607, and 621 of the Florida Statutes and the law of your prior state.
It is also governed by Sections 351, 355, and/or 368(a) of the Internal Revenue Code and applicable Treasury Regulations.
Few legal transactions implicate such a broad cross-section of state and federal law with several intersecting points, and laws updated in 2026 present hidden landmines for inexperienced attorneys and do-it-yourself filers alike.
Florida law requires, among other things, the preparation and execution of:
- Articles of Incorporation: the legal document which establishes your company as a Florida organization, identifies who will control the company, the management structure, the name of the company, and the principal office in Florida;
- Articles of Conversion or Redomestication: the legal document tells the Florida Department of State that the company is redomesticating from your prior state, is continuing in existence under the same or a different name, and is not a new entity (this is very important, because even if the same name is used, without this and other documents, below, the company will be treated as a new, distinct company from that in your prior state with serious legal and tax consequences);
- a legal Plan of Conversion: the formal document which establishes, among other key points, how ownership of the company will be converted and apportioned, that the existing bank accounts, contracts, assets, liabilities, benefits, and obligations of the your prior state company will continue with full force and effect in Florida, and how the federal employer identification number (FEIN) and existing federal tax elections will remain unchanged by the redomestication;
- board meeting minutes and/or a unanimous written consent of the company authority adopting and approving the Plan of Conversion: this is the document which legally ratifies the Plan of Conversion and makes it legally binding upon the company and its owners, and
- a legal instrument filed with the appropriate authority of your prior state.
Of these documents, the most important is the legal Plan of Conversion. Without this instrument, documents filed with the Florida Department of State and with your prior state may have no legal effect, or worse, result in the inadvertent dissolution of your company. Only templates for the Articles of Incorporation, Conversion, and Redomestication are available on the Florida Department of State website, and these templates are insufficient for completing a redomestication. The Plan of Conversion, board meeting minutes, and the your prior state statement of conversion must be bespoke, custom legal documents that address the legal particulars of the redomestication. Templates found on other websites will be, at best, incomplete, and at worst, result in the termination of your company with unpredictable legal and tax consequences.
It is illegal to file Articles of Conversion or Redomestication unless a legal Plan of Conversion has first been adopted and approved with the requisite formalities. The Plan of Conversion and board meeting minutes must be kept on file indefinitely at the principal place of business, and copies must be furnished to all persons having information rights in the company under Florida law. Failure to do so is a violation of Florida law and can result in lawsuits and other sanctions.
The sequence of moving a company to Florida from your prior state
Timing is everything. There is a strict, mandatory sequence which must be assiduously observed when transferring a company from your prior state to Florida. Ignoring this sequence, or proceeding out of order, will result in the inadvertent termination of the company, which may be a taxable event, the formation of a duplicate company (which creates serious tax headaches), or the devolution of the liabilities of the company to its owners. This is lawyer-speak meaning that, if not performed correctly and sequentially, the liabilities (known, unknown, past, present, and future) of the company become the personal obligations of the owners, potentially resulting in bankruptcy and financial ruin.
The general sequence is as follows:
- First, a legal Plan of Conversion must be drafted and submitted to the owners of the company;
- Second, the owners of the company must discuss and vote upon the legal Plan of Conversion, either at a properly-called meeting or via a unanimous written consent;
- Third, the Articles of Incorporation and Conversion or Redomestication are filed with the Florida Department of State and subject to a review and approval period;
- Fourth, only after the Florida Department of State has approved the redomestication, the statement of conversion is filed with your prior state, which is subject to an additional review and approval period.
Tax returns must be filed in your prior state, and if necessary, tax accounts must be closed and returns marked as final; otherwise, the taxing authorities in your prior state may continue to assess penalties and interest for unfiled returns or unreported revenue.
How long does it take to move a company from your prior state to Florida?
An experienced attorney can prepare documents within 48 to 72 hours. Once the Articles of Incorporation and Redomestication or Conversion are filed with the Florida Department of State, the review period may range from two weeks or less when submitted by an attorney to over eight weeks when submitted by mail. Normal, non-expedited processing dates are viewable here: Florida Department of State, Division of Corporations Document Processing Dates. After approval, the statement of conversion must be submitted to your prior state, which triggers a subsequent review period of six to eight weeks depending on the processing backlog of your prior state.
The entire process can require as little as three weeks when expediting fees are paid through an attorney or as long as six months when handled by a novice. The average range is two to three months. In contrast, dissolution is a thirteen-step legal process that can take six to twelve months, and when our firm is retained to fix a failed redomestication, the average time to remedy the situation ranges from six to twelve months.
How much does it cost to transfer a company from your prior state to Florida?
Legal fees for redomesticating a single-owner company start just under $2,000, plus state-imposed filing costs that vary by jurisdiction. Our most updated pricing can be viewed here: costs to move a company from your prior state to Florida, where the process can be completed on our website in under five minutes. Our firm charges a flat-fee for redomestications of any company with five owners or fewer. A single-owner company should expect to pay less than a multi-owner entity.
By comparison, a traditional merger may cost as much as $20,000 or more, dissolution can reach five or six figures, and fixing a failed or incomplete redomestication routinely exceeds $15,000 and in some cases cannot be fixed at all. Online filing services may charge less, but these services often prepare and file documents incorrectly and may be practicing law without a license, which is illegal in both Florida and your prior state.
If your company has complex structures or ongoing operations tied to your prior state, consider the timeline—approvals can take several weeks to months.
Ultimately, relocating to Florida via redomestication empowers business owners to optimize their setup without the hassle of dissolving and reforming the entity anew.
Tax considerations when moving a company from your prior state to Florida (updated May 2026)
Specific requirements to transfer a company to Florida from your prior state
Moving a company from your prior state to Florida is entirely possible, but your prior state has specific laws that must be strictly followed, and the process varies from other jurisdictions.
Many business owners are wrongly told that it is impossible or impractical to transfer a company out of your prior state, but that is simply false. There are three primary reasons for this misinformation:
- first, many attorneys are unaware of the statutory authority for your prior state redomestications;
- second, your prior state uses different terminology which hinders understanding; and
- third, your prior state law requires the preparation of a legal Plan of Conversion, which online filing services cannot prepare (and as a result, these services will instead tell their customers that it is impossible to transfer a company out of your prior state, which is patently false).
Unique requirements to move a company to Florida from your prior state
Here are the your prior state-specific factors to consider when moving a company to Florida after the attorney-prepared Plan of Conversion has been adopted by board meeting minutes or a unanimous written consent and the Florida Department of State has approved the redomestication:
- A bespoke cover letter explaining the nature of the transaction, enclosures, and state filing costs is also recommended to facilitate processing.
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Redomestication vs. Foreign Registration vs. Merger vs. Dissolution: A Comparison
Redomestication is a distinct legal process from foreign entity registration, merger, or dissolution.
Redomestication is generally the most efficient and cost-effective method for relocating a business to a new state, particularly when the company has permanently ceased operations in its original state. It does not involve dissolution. Many people make the mistake of dissolving their company when relying on incomplete or misleading advice.
Unlike foreign entity registration or merger, redomestication allows a business to retain its EIN, contracts, credit history, and brand identity—preserving continuity while minimizing tax risks and administrative burdens. It also eliminates the need to maintain dual registrations and tax obligations, potentially saving substantial time and money. By contrast, foreign registration can create ongoing compliance costs in the former state, and mergers often involve unnecessary legal complexity and higher fees.
Redomestication is, in many circumstances, far preferable to registering an LLC or corporation as a foreign entity, especially where the LLC or corporation has permanently moved its operations and will not be returning to the prior state in the near future.
Some attorneys, unfortunately, confuse their clients by recommending a foreign entity registration in the new state, or worse, a merger, where a redomestication would have accomplished the goals of moving their business to a new state efficiently and effectively.
The top seven benefits of moving your company (LLC, corporation, or partnership) to a new state via redomestication to transfer your business include:
- Maintaining your existing federal employer identification number, eliminating the tax headaches of forming a new company or transferring assets between companies (and inadvertently triggering a hefty tax bill from the IRS) when you move your business to a new state;
- Keeping your existing business credit history and track record, safeguarding your reputation with clients, vendors, and creditors when moving your LLC or corporation to a new state;
- Continuing your existing business name (in almost every case), protecting your most important assets when moving your company to a new state: your brand, reputation, and time you have already invested in search engine optimization;
- Maintaining your existing contracts with customers and vendors because moving your business to a new state via redomestication does not create a new company: it maintains your existing company, saving you dozens (or even hundreds) of hours re-writing (and re-negotiating) contracts and changing banks;
- Eliminating the need to continue paying registration fees and taxes in your prior state (assuming you have discontinued your operations there and have permanently relocated to a new state), potentially saving you tens of thousands of dollars (or more) in state taxes every quarter when you move your business to a new state;
- Avoiding unnecessary IRS scrutiny because moving your LLC or corporation to a new state via redomestication is a tax-free transaction under the Internal Revenue Code; and
- Reducing the amount of time you spend on administrative filings, saving you untold hours annually, by moving your company to a new state.
Before taking the "penny wise and pound foolish" approach of foreign entity registration or spending countless hours and exorbitant legal fees (and possibly taxes) on a merger or merger-gone-wrong to move your company to a new state, ensure you understand your options.
| Redomesticate | Foreign Entity | Merge | Dissolve | |
|---|---|---|---|---|
| Need to Continue Paying & Filing Registration Renewals in Former State | ✅ No | ❌ Yes | ⚠️ Varies | ☠️ No, she's dead, Jim. |
| Stop Paying Taxes in the Former State* | ✅ Yes | ❌ No | ⚠️ Varies | ☠️ Tax event.* |
| Initial Complexity | ✅ Low | ⚠️ Varies | ❌ High | ❌ High, when done right. |
| Ongoing Complexity | ✅ Very Low | ❌ High | ❌ High | ☠️ None. All gone. |
| Initial State Filing Costs | ✅ Low | ⚠️ Varies | ❌ High | ⚠️ Varies |
| Timing | ✅ Fast | ⚠️ Varies | ❌ Slow | ⚠️ Varies |
| Legal Fees | ✅ Low | ⚠️ Varies | ❌ $10,000 or more | 🔥 Very high to fix. |
| *While every situation is different and dependent upon tax nexus, redomesticating can be an effective way to reduce or eliminate taxes in a former state in certain circumstances. Ask your CPA for more information. Our firm does not provide tax advice or perform tax work except by separate engagement at an additional charge. | ||||
In most circumstances, redomestication (and not a foreign entity registration or costly and complicated merger) is the best route to achieve a change in company domicile to a new state.
Why is redomestication the superior option to move a company from your prior state to Florida?
Redomestication keeps the business alive while moving its legal home to Florida, which can allow the business to stop paying and filing annual registration renewals in your prior state if it has ceased operations there. The tax outcome depends on the facts and tax nexus, but the result is often that the redomesticated company has no remaining connection to your prior state, which can reduce or eliminate your prior state tax exposure.
Why is foreign entity registration inferior to redomestication when moving a company from your prior state to Florida?
Foreign entity registration keeps the company domiciled in your prior state and registers it to do business in Florida, which means continuing to pay and file renewals and taxes in your prior state. The business now manages two or more state compliance tracks, increasing the chance that a missed renewal, registered agent change, or notice triggers penalties, loss of good standing, or disputes with banks and regulators.
Why is a traditional merger usually the wrong way to move a company from your prior state to Florida?
A traditional merger is a slower, higher-complexity path with legal fees that can reach $10,000 or more, and six or seven figures for complex transactions. When performed incorrectly, a merger may be a taxable event. The merger process also creates follow-on work: re-titling assets, harmonizing governing documents, novating and re-negotiating existing contracts, establishing new bank accounts, and repairing overlooked items that can surface years later. A single missed consent or broken assignment clause can convert a planned administrative exercise into a dispute or business interruption.
Why is dissolution the wrong way to move a company to Florida from your prior state?
Dissolution kills the company. There is nothing left to move. Even if you think your company is dormant, breaches of contract, tax liabilities, and other claims may not surface until years down the road. If the company is dissolved, those claims may subject your personal assets to unlimited personal liability because the veil of protection for your company no longer exists. Dissolution can also trigger a taxable event under the Internal Revenue Code and the laws of your prior state. Redomestication, when performed by a competent attorney, is a non-taxable event.
Unless you are closing your doors and going out of business, dissolution should not enter the equation. If other professionals are suggesting dissolution, seek a second opinion. If you dissolve your company, you are not moving it; you are pulling the plug.
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Frequently asked questions: moving a company to Florida from your prior state
Below are some of the most commonly asked questions our firm receives from business owners interested in transferring their company to Florida from your prior state, prepared by a dually-licensed Florida attorney and Certified Public Accountant.
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1. What is redomestication?
Redomestication is the process of legally transferring a company's home state from your prior state to Florida. The company retains its existing name, credit history, contracts, bank accounts, and federal employer identification number (FEIN) without creating a new entity, transferring assets, triggering federal income tax, applying for foreign registration, or dissolving the original company.
The company that exists after the redomestication is the same legal entity that existed before. It carries forward all prior 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.
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2. How does redomestication differ from foreign qualification or merger?
Business owners who wish to operate in Florida often encounter three distinct legal mechanisms:
- Foreign Qualification: The company registers in Florida while remaining domiciled in your prior state, requiring ongoing compliance and fees in both states.
- Merger: A new company is formed in Florida and the original merges into it. This can trigger tax consequences and requires transferring contracts, bank accounts, and assets to the surviving entity.
- Redomestication: The company itself changes domicile from your prior state to Florida. No new entity is created. The FEIN, contracts, bank accounts, and credit history remain intact.
Redomestication is, in most cases, the superior approach because it preserves continuity, avoids duplicate entities, and minimizes administrative and tax burdens.
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3. How much does redomestication cost?
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 tax work.
Many online services and some attorneys omit the preparation of a custom Plan of Conversion, which can result in a failure of the process and unforeseen tax and legal complications. 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.
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4. Why should I transfer my business to Florida?
Florida imposes no state-level personal income tax. Most company types, including LLCs, S corporations, and partnerships, pay no state-level income tax or franchise tax. Florida also offers strong asset protection statutes, a large consumer market, and well-developed infrastructure for business formation and compliance. Owners of pass-through entities who are also Florida residents may realize meaningful tax savings at the state level.
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5. What are the federal income tax implications of redomesticating?
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.
Important: The tax-free treatment of a redomestication depends upon strict compliance with all applicable requirements. Failure to prepare and adopt a proper Plan of Conversion, or failure to file the required instruments with both your prior state and Florida, can jeopardize the non-taxable character of the transaction. This is one of several reasons why the Plan of Conversion, prepared by a competent Florida attorney and CPA, is an essential component of the process. -
6. How does the redomestication process work?
The process proceeds in six steps: (1) complete the intake workflow on our website and submit payment; (2) our attorney prepares a custom Plan of Conversion, provided to you for review and signature via DocuSign; (3) our firm files documents with the Florida Department of State; (4) upon acceptance, we provide you with filed and stamped documents; (5) our attorney files a statement of conversion with your prior state, completing the redomestication; (6) we provide guidance on next steps and ongoing Florida filing requirements.
Most online services and 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 complications which may not be remediable.
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7. What is a Plan of Conversion, and why is it important?
A Plan of Conversion is the foundational legal document that authorizes and governs the redomestication. Both your prior state and Florida law require its adoption as a prerequisite to filing. It sets forth the terms of the conversion, identifies the jurisdictions, and specifies the treatment of ownership interests. Failure to prepare and adopt a proper Plan of Conversion can result in rejection of the filing, a defective conversion, loss of the non-taxable character of the transaction, disputes among owners, and personal liability for those who authorized a defective transaction.
Our attorney prepares a custom Plan of Conversion for every engagement. It is not a template or boilerplate form.
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8. How long does the redomestication process take?
The process typically takes two to three months from the date of engagement. The principal variable is the turnaround time of the Florida Department of State and your prior state. When expediting is available, we can compress the timeline to less than a month. We provide weekly status updates throughout the process at no additional charge.
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Common misconceptions about redomestication
Below are some of the most common misconceptions our firm encounters when advising business owners on transferring their company from your prior state to Florida.
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1. "I need to form a new company in Florida and dissolve the old one in your prior state."
Incorrect. Redomestication changes the company's state of domicile without creating a new entity or dissolving the existing one. The company that exists after the conversion is the same legal entity that existed before. Its FEIN, contracts, bank accounts, and legal history remain intact. Forming a new entity and dissolving the old one can trigger tax consequences, require asset transfers, and disrupt existing contractual relationships.
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2. "Changing my company's state of domicile will trigger federal income tax."
When executed in compliance with the applicable statutory requirements, redomestication is a non-taxable reorganization under the federal Internal Revenue Code and Treasury Regulations. No gain or loss is recognized at the entity or owner level. The company's tax attributes, including its basis in assets, carry forward without adjustment. The critical condition is strict compliance: the company must adopt a proper Plan of Conversion, file the required instruments with both your prior state and the Florida Department of State, and satisfy all procedural requirements of both jurisdictions.
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3. "A Plan of Conversion is optional or just a formality."
The laws of both your prior state and Florida require the adoption of a Plan of Conversion as a prerequisite to filing. Omitting this document can result in rejection of the filing, a defective redomestication that may not be recognized as legally effective, and loss of the non-taxable character of the transaction under federal tax law. Many online filing services and some attorneys omit this step, which is one of the most common causes of failed conversions and future litigation.
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4. "I only need to file paperwork with the Florida Department of State to complete the conversion, and I can find a template online."
A complete redomestication requires filings with both the Florida Department of State and your prior state. Failing to file with your prior state can leave the company in a state of dual domicile, resulting in continued filing obligations, annual report requirements, and tax assessments in your prior state. The fill-in-the-blank templates found online are not specific to redomestication and may result in the unintentional termination of your company.
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5. "My company will require a new FEIN after the redomestication."
The company's federal employer identification number (FEIN) does not change as a result of redomestication. The IRS treats the converted company as the same taxpayer before and after the conversion. See I.R.C. § 368(a); Rev. Rul. 73-526, 1973-2 C.B. 404 (Situation 3); Rev. Rul. 64-250, 1964-2 C.B. 333; Rev. Rul. 2008-18, 2008-13 I.R.B. 674. A new FEIN would be required only if the company were dissolved and a new entity formed, or in the case of a traditional merger, which is not what occurs in a redomestication.
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