Update May 2026: State legislatures are considering various legislative proposals that could change how a corporation is taxed in District of Columbia, including the possibility of new wealth, income, and capital gains taxes for the corporation and its owners. If you are considering relocating your corporation 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 corporation and its owners paying tens of thousands, or in some cases, hundreds of thousands of dollars in new taxes. For a corporation 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 District of Columbia, can be an effective way to reduce or eliminate tax nexus in District of Columbia, thereby yielding lower taxes for the corporation and its owners. Ask your CPA for more information.

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The Redomestication Process in a Nutshell

1. Enter your biz name HERE.

Then click "get exact price" and follow the steps.

Takes less than five minutes.

Submit payment securely online then sit back and relax.

2. We prepare the legal docs.

Our dually-licensed attorney+CPA prepares the legal documents and sends them to you via DocuSign.

You sign. We take it from there.

3. We submit the legal filings to the states.

We monitor the status closely, respond to inquiries from their offices, and send you weekly updates.

No extra charge. 100% success rate.

4. Approved! ✅

We send you a checklist of go-forward obligations and simple steps for your tax pro to follow.

120% money-back guarantee if we do not succeed.

Did you know? The average business that moves to a state without state-level income tax saves over $12,500 in taxes per year.

Still have questions? Schedule a free meeting with our attorney and CPA.


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 corporation from District of Columbia to Florida in 2026

Overview: how redomestication works

Welcome to the complete guide for moving your corporation from District of Columbia to Florida presented by Cummings & Cummings Law, a Florida law firm focused on the legal process of redomestication.

Moving your corporation from District of Columbia 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 corporation. Before initiating the process, it's essential to evaluate your current setup in District of Columbia 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 District of Columbia 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 corporation to fully transition its domicile, shedding ongoing obligations in District of Columbia while retaining your federal EIN and business continuity.

Once approved, your corporation 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 District of Columbia and Florida is crucial to navigate any nuances, such as franchise taxes or entity conversion rules. This strategic move can position your corporation for long-term growth in a more supportive jurisdiction.

Why hire Cummings & Cummings Law to transfer your corporation from District of Columbia 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 corporation 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 corporation to Florida (updated May 2026)

Redomesticating your corporation from District of Columbia to Florida is governed by Chapters 605, 607, and 621 of the Florida Statutes and the law of District of Columbia.

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:

  1. Articles of Incorporation: the legal document which establishes your corporation as a Florida organization, identifies who will control the corporation, the management structure, the name of the corporation, and the principal office in Florida;
  2. Articles of Conversion or Redomestication: the legal document tells the Florida Department of State that the corporation is redomesticating from District of Columbia, 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 corporation will be treated as a new, distinct company from that in District of Columbia with serious legal and tax consequences);
  3. a legal Plan of Conversion: the formal document which establishes, among other key points, how ownership of the corporation will be converted and apportioned, that the existing bank accounts, contracts, assets, liabilities, benefits, and obligations of the District of Columbia corporation 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;
  4. board meeting minutes and/or a unanimous written consent of the corporation 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 corporation and its owners, and
  5. a legal instrument filed with the appropriate authority of District of Columbia.

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 District of Columbia 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 District of Columbia 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 corporation 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 corporation to Florida from District of Columbia

Timing is everything. There is a strict, mandatory sequence which must be assiduously observed when transferring a corporation from District of Columbia to Florida. Ignoring this sequence, or proceeding out of order, will result in the inadvertent termination of the corporation, which may be a taxable event, the formation of a duplicate corporation (which creates serious tax headaches), or the devolution of the liabilities of the corporation 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 corporation become the personal obligations of the owners, potentially resulting in bankruptcy and financial ruin.

The general sequence is as follows:

  1. First, a legal Plan of Conversion must be drafted and submitted to the owners of the corporation;
  2. Second, the owners of the corporation must discuss and vote upon the legal Plan of Conversion, either at a properly-called meeting or via a unanimous written consent;
  3. 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;
  4. Fourth, only after the Florida Department of State has approved the redomestication, the statement of conversion is filed with District of Columbia, which is subject to an additional review and approval period.
If the corporation is continuing its business in District of Columbia, an application for authority or foreign entity qualification must be prepared and filed in that state.

Tax returns must be filed in District of Columbia, and if necessary, tax accounts must be closed and returns marked as final; otherwise, the taxing authorities in District of Columbia may continue to assess penalties and interest for unfiled returns or unreported revenue.

How long does it take to move a corporation from District of Columbia 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 District of Columbia, which triggers a subsequent review period of six to eight weeks depending on the processing backlog of District of Columbia.

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 corporation from District of Columbia 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 corporation from District of Columbia 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 corporation with five owners or fewer. A single-owner corporation 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 District of Columbia.

If your corporation has complex structures or ongoing operations tied to District of Columbia, 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 corporation from District of Columbia to Florida (updated May 2026)

District of Columbia imposes a graduated individual income tax with seven brackets and rates ranging from 4.00 percent to 10.75 percent on taxable income exceeding $1 million. The District also imposes an 8.25 percent corporate franchise tax on C corporations with DC-source income. Unlike most jurisdictions, the District imposes a separate Unincorporated Business Franchise Tax (UBFT) of 8.25 percent on the net income of LLCs, partnerships, and certain sole proprietorships with DC gross receipts exceeding $12,000, with a minimum tax of $250 (or $1,000 if DC gross receipts exceed $1 million). This means that pass-through entities doing business in the District are taxed at the entity level, a material distinction from most states. A 30 percent salary allowance for owners and a $5,000 statutory exemption are deductible from net income before the UBFT is computed. Businesses where more than 80 percent of gross income is derived from personal services and capital is not a material income-producing factor are exempt from the UBFT. The District ranks 48th on the Tax Foundation's 2026 State Tax Competitiveness Index (phantom rank; does not affect the rankings of the 50 states). More information is available from the Tax Foundation and the DC Office of Tax and Revenue.

Florida is one of a handful of states with no state income tax at the personal level. This means individuals are not taxed on their income by the State of Florida. Most businesses pay no income tax at the corporation level, because Florida does not impose an income tax on pass-through entities, and subchapter C corporate income is taxed at 5.5% above $50,000. This makes Florida one of the most tax-advantaged jurisdictions in the United States and globally.

Redomestication, when coupled with a reduction or cessation of business activity in District of Columbia, can be an extremely effective way to reduce or even eliminate District of Columbia taxes.

Businesses in Florida still may be liable for other forms of tax, such as payroll and sales and use taxes as in other states. More information on this is available from the Florida Department of Revenue.

Also, because of the legal doctrine of tax nexus, businesses with income sourced from states outside of Florida may still be taxed on that income by those other jurisdictions. This means that businesses continuing their operations in other states, which may include, for example, selling goods, retaining or hiring employees, maintaining a physical presence such as an office or a warehouse, or otherwise deriving revenue from outside of Florida may still be required to file and pay tax returns in those states. See South Dakota v. Wayfair, 585 U.S. ____ (2018), but see Wisconsin Dept. of Revenue v. William Wrigley, Jr. Co., 505 U.S. 214 (1992). Ask your CPA for more information and to perform a state-by-state nexus analysis if they have not already done so, as thresholds and requirements vary expansively by state.

Specific requirements to transfer a corporation to Florida from District of Columbia

Moving a corporation from District of Columbia to Florida is entirely possible, but District of Columbia 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 corporation out of District of Columbia, but that is simply false. There are three primary reasons for this misinformation:

  • first, many attorneys are unaware of the statutory authority for District of Columbia redomestications;
  • second, District of Columbia uses different terminology which hinders understanding; and
  • third, District of Columbia 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 corporation out of District of Columbia, which is patently false).
In fact, we have successfully redomesticated many entities out of District of Columbia over the past twelve months with a 100% success rate.

Unique requirements to move a corporation to Florida from District of Columbia

Here are the District of Columbia-specific factors to consider when moving a corporation 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:

  • District of Columbia uses the term domestication to refer to redomestications and requires the filing of a Statement of Domestication (or equivalent instrument) with the District of Columbia Department of Licensing and Consumer Protection (DLCP), Corporations Division, governed by D.C. Code § 29-809.06 et seq. for LLCs and D.C. Code § 29-307.01 et seq. for corporations.
  • Before filing, the entity must adopt a Plan of Domestication approved by the requisite vote of the owners under DC law; the plan must set forth the terms and conditions of the domestication, including the manner and basis for converting ownership interests in the domesticating entity.
  • The DLCP does not publish a standard form for outbound domestications on its website; the entity must prepare a custom legal instrument in compliance with D.C. Code Title 29.
  • The District requires the entity to be in good standing and current on all biennial report filings with the DLCP before the redomestication filing will be accepted.
  • The District of Columbia filing costs to redomesticate out of the District of Columbia should be confirmed with the DLCP Corporations Division, as the fee schedule does not enumerate a separate outbound domestication line item; the fee is generally equivalent to the registration fee for the same entity type (approximately $389), plus any applicable certified copy and expedited processing fees, in addition to the Florida state filing costs. These costs are exclusive of legal fees.
  • Contrary to popular belief, a certificate of good standing from District of Columbia is not required to complete the redomestication, though the entity must be in good standing with the DLCP at the time of filing.
  • The District imposes individual income tax rates as high as 10.75% on income exceeding $1 million and an 8.25% corporate franchise tax on C corporations. The District also imposes an Unincorporated Business Franchise Tax (UBFT) of 8.25% on LLCs, partnerships, and certain sole proprietorships with DC gross receipts exceeding $12,000, meaning that pass-through entities are taxed at the entity level in the District, unlike in most states. The entity should coordinate with its tax professional to file final DC franchise tax returns (Form D-20 for corporations or Form D-30 for unincorporated businesses) and close any open accounts with the DC Office of Tax and Revenue. Failure to close franchise tax accounts with OTR can result in continued minimum tax assessments and penalties even after the entity has departed the District.
  • 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:

  1. 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;
  2. 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;
  3. 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;
  4. 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;
  5. 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;
  6. 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
  7. 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.


Comparison of Four Approaches
RedomesticateForeign EntityMergeDissolve
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 corporation from District of Columbia 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 District of Columbia if it has ceased operations there. The tax outcome depends on the facts and tax nexus, but the result is often that the redomesticated corporation has no remaining connection to District of Columbia, which can reduce or eliminate District of Columbia tax exposure.

Why is foreign entity registration inferior to redomestication when moving a corporation from District of Columbia to Florida?

Foreign entity registration keeps the corporation domiciled in District of Columbia and registers it to do business in Florida, which means continuing to pay and file renewals and taxes in District of Columbia. 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 corporation from District of Columbia 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 corporation to Florida from District of Columbia?

Dissolution kills the corporation. There is nothing left to move. Even if you think your corporation is dormant, breaches of contract, tax liabilities, and other claims may not surface until years down the road. If the corporation is dissolved, those claims may subject your personal assets to unlimited personal liability because the veil of protection for your corporation no longer exists. Dissolution can also trigger a taxable event under the Internal Revenue Code and the laws of District of Columbia. 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 corporation, you are not moving it; you are pulling the plug.


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Frequently asked questions: moving a corporation to Florida from District of Columbia

Below are some of the most commonly asked questions our firm receives from business owners interested in transferring their corporation to Florida from District of Columbia, prepared by a dually-licensed Florida attorney and Certified Public Accountant.

  1. 1. What is redomestication?

    Redomestication is the process of legally transferring a corporation's home state from District of Columbia to Florida. The corporation 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 corporation.

    The corporation 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 District of Columbia and Florida.

  2. 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 corporation registers in Florida while remaining domiciled in District of Columbia, requiring ongoing compliance and fees in both states.
    • Merger: A new corporation 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 corporation itself changes domicile from District of Columbia 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.

  3. 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 corporation from District of Columbia 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 corporation to Florida from District of Columbia at this competitive price.

  4. 4. Why should I transfer my business to Florida?

    Florida imposes no state-level personal income tax. Most corporation 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.

  5. 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 corporation from District of Columbia to Florida using this approach will not trigger any new federal income taxes at either the corporation 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 corporation'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 District of Columbia 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. 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 District of Columbia, 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 District of Columbia). These omissions can result in a failure of the process and unforeseen complications which may not be remediable.

  7. 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 District of Columbia 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.

  8. 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 District of Columbia. 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 corporation from District of Columbia to Florida.

  1. 1. "I need to form a new corporation in Florida and dissolve the old one in District of Columbia."

    Incorrect. Redomestication changes the corporation's state of domicile without creating a new entity or dissolving the existing one. The corporation 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.

  2. 2. "Changing my corporation'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 corporation's tax attributes, including its basis in assets, carry forward without adjustment. The critical condition is strict compliance: the corporation must adopt a proper Plan of Conversion, file the required instruments with both District of Columbia and the Florida Department of State, and satisfy all procedural requirements of both jurisdictions.

  3. 3. "A Plan of Conversion is optional or just a formality."

    The laws of both District of Columbia 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.

  4. 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 District of Columbia. Failing to file with District of Columbia can leave the corporation in a state of dual domicile, resulting in continued filing obligations, annual report requirements, and tax assessments in District of Columbia. The fill-in-the-blank templates found online are not specific to redomestication and may result in the unintentional termination of your corporation.

  5. 5. "My corporation will require a new FEIN after the redomestication."

    The corporation's federal employer identification number (FEIN) does not change as a result of redomestication. The IRS treats the converted corporation 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 corporation 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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