How to Transfer or Move a Corporation from Hawaii to Florida

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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, CPA, Esq., M.S.T., LL.M., CMA, CFE, CIA, CRMA, CISA, CITP, FCPA, PFS, CFP

Florida destination-state requirements

A same-form corporate domestication into Florida is governed by Fla. Stat. §§ 607.11920-607.11924; a conversion involving a different entity form is governed by §§ 607.11930-607.11935. The transaction requires the applicable written plan, owner approval, and Florida filing instruments, coordinated with the Hawaii outbound filing so the same corporation continues without interruption. Professional corporations may also require compliance with Chapter 621.

Tax considerations when moving a corporation from Hawaii to Florida

Hawaii's 2026 individual income-tax rates range from 1.4% to 11%. The 11% bracket begins above $325,000 of taxable income for single filers and $650,000 for joint filers. The standard deduction increased in 2026 to $8,000 for single filers and $16,000 for joint filers. Those current amounts should be separated from future schedules when comparing redomestication of your corporation from Hawaii to Florida.

A major enacted change arrives in 2027. Act 24, signed May 21, 2026, adds a 13% top bracket above $500,000 for single filers, $750,000 for heads of household, and $1 million for joint filers. It also revises the earlier schedule of tax relief rather than simply allowing every previously announced bracket expansion to proceed unchanged. The Department of Taxation's May 2026 legislative update compares the enacted 2027 schedule with the previous law. The 13% rate is upcoming law, not the rate for 2026 income.

Hawaii's corporate income tax ranges from 4.4% to 6.4%. An LLC taxed as a partnership or disregarded entity generally passes ordinary income through to owners, while a corporate election changes that result. Eligible partnerships and S corporations may elect the Hawaii pass-through entity tax, with a 9% rate applying to taxable years beginning after December 31, 2023. The election, owner credits, and nonresident obligations need to be considered together.

Hawaii's general excise tax, or GET, taxes business activity rather than operating as an ordinary retail sales tax. The standard rate is 4%, with a county surcharge where applicable; wholesale and other qualifying activities have different rates. GET can apply to services and rents as well as retail sales. Because it is imposed on gross business income, it can remain payable when the business has little net profit. Exemptions and deductions depend on the transaction; not every receipt is taxable at the same rate.

Hawaii's estate-tax exemption is $5.49 million, and the highest estate-tax rate is 20%. Local real-property taxes remain relevant even when a company changes its legal domicile. Moving the entity does not itself change the owner's residence, remove Hawaii-source income, or relocate Hawaii real estate. Before closing tax accounts, review continuing GET activity and payroll obligations. The accepted conversion should be retained with the returns and records showing when Hawaii operations actually ended.

Healthcare businesses should also review Act 47 of 2024, which provides a GET exemption for qualifying medical services associated with Medicare, Medicaid, or TRICARE beginning January 1, 2026. The exemption is activity-specific, not a blanket exemption for every healthcare receipt. For estate planning, the Hawaii M-6 instructions explain the separate state exemption and calculation rather than simply importing the federal estate-tax exemption.

Florida imposes no individual income tax. A qualifying Florida resident therefore does not pay Florida income tax on wages, investment income, or ordinary pass-through business income. The state generally taxes C corporation income at 5.50 percent after Florida adjustments, apportionment, and the $50,000 exemption. An LLC classified as a corporation follows the corporate rules; an LLC's legal label alone does not determine its tax treatment. S corporations can have Florida corporate-tax obligations on certain federally taxable built-in gains or excess net passive income. A partnership or LLC taxed as a partnership can also have a Florida Form F-1065 filing obligation when it has a corporate owner; pass-through treatment does not make every information return unnecessary. The Florida Income Tax Code explains classification and filing requirements.

Florida's general sales tax is 6.00 percent, with county surtaxes where applicable. Effective October 1, 2025, Florida repealed sales tax and the related discretionary surtax on commercial real-property rentals. The enacted 2025 repeal provision in section 37 of H.B. 7031 establishes the effective date. Transient accommodations, parking, and other separately taxable rental transactions require their own analysis. Florida has no current separate estate or inheritance tax, but moving a business does not itself establish an owner's Florida domicile or entitlement to homestead benefits.

Redomesticating a corporation from Hawaii to Florida can reduce the costs of maintaining a company under a state law that no longer matches its operations. Tax savings depend on the owners' residence, tax classification, and where the business actually earns income. Employees, property, inventory, or other business activity remaining in Hawaii can preserve its income-tax, sales-tax, payroll, or registration obligations. Complete any required final returns before closing accounts.

Economic nexus also matters for an out-of-state seller without a physical office. South Dakota v. Wayfair, Inc., 585 U.S. 162 (2018), rejected the physical-presence prerequisite for sales-tax collection. A different, limited protection applies to certain solicitation of orders for tangible personal property under 15 U.S.C. § 381. Wisconsin Department of Revenue v. William Wrigley, Jr., Co., 505 U.S. 214 (1992), addresses that net-income-tax protection. It is not a general exemption from sales taxes or taxes on services. A state-by-state nexus review should identify each tax, applicable threshold, protected activity, and continuing filing duty.

Specific legal requirements to transfer a corporation to Florida from Hawaii

Hawaii has state-specific statutory, approval, filing, fee, and sequencing requirements that must be coordinated with Florida law. The requirements below are the origin-state requirements applicable to this transaction.

1. Hawaii uses statutory conversion for an outbound change of domicile. An LLC follows Haw. Rev. Stat. § 428-902.5; a business corporation follows § 414-271. These provisions allow the listed domestic or foreign resulting forms when the destination law and the transaction requirements are satisfied. An LLC remaining an LLC and a corporation remaining a corporation should be distinguished from a transaction that also changes entity type. Confirm that Florida accepts a continuation by conversion of the particular Hawaii entity. A change to the principal-office address alone does not change the law governing your corporation.
2. Prepare a Plan of Conversion with the statutory terms. The LLC statute and corporate statute call for the names and organizational forms before and after conversion, the destination jurisdiction, continuation under the resulting form, and the manner of converting ownership interests. Describe what each owner will receive and whether existing percentages and economic rights continue. Review the destination governing documents with the plan so the resulting management and voting rules are known before approval. If the conversion changes a member's role or a shareholder's liability, identify that change expressly. A short filing authorization should be supported by the complete executed transaction record.
3. LLC approval follows the specified merger framework. § 428-902.5 directs approval of the plan under the provisions that would apply to the LLC as a nonsurviving party to a merger. Review those provisions and the operating agreement instead of assuming that any manager can approve a change of domicile alone. The statute also protects an owner's retained interest and prevents imposition of personal liability without the required consent. Record the membership interests and voting power used for approval. The public Articles of Conversion require vote information, so the approval record should support the numbers entered in the filing.
4. Corporate approval requires the corporate merger-style process. Under § 414-271, the plan is approved by the board and shareholders in the manner specified for a merger under § 414-313. Review the applicable voting groups and any greater charter requirement. The statutory conditions also address retention of ownership and consent to personal liability. If a shareholder receives different consideration or a changed class of equity, the plan should explain that result before approval. Retain the board action, notices, and shareholder voting record. An officer's authority to sign the public document is separate from the required approval of the transaction.
5. The LLC merger approval rule contains a concrete default. Haw. Rev. Stat. § 428-904(e), applied through the conversion statute, looks to the operating agreement's ownership-percentage approval provision, with the stated majority floor; if the agreement does not provide a rule, all members approve. The relevant measure is the specified ownership interest, not simply the number of people signing. Before entering the authorized-vote and for-and-against figures in Form X-10, reconcile the agreement, current ownership schedule, and actual approval. A transfer of an interest shortly before closing can change who is entitled to approve and the calculation of the vote. Preserve the updated schedule and the approval date together so the certificate can be substantiated later.
6. Hawaii publishes Articles of Conversion on Form X-10. The Business Registration Division form provides a starting point for the filing; it is not necessary to assume that no public conversion form exists. The LLC requirements appear in § 428-902.6, and the corporate requirements appear in § 414-272. An officer or other duly authorized representative executes the articles. Identify both entities' names, types, and jurisdictions correctly. The articles certify that a plan has been approved, identify the principal place of business where the executed plan is held, and explain the owners' right to obtain it without charge on written request.
7. Report the actual voting figures. For a Hawaii LLC, § 428-902.6(a)(2) requires the total authorized votes and the numbers voted for and against the plan. For a Hawaii corporation, § 414-272(a)(2)-(3) requires outstanding share information and the votes for and against, including applicable class or series voting. A bare statement that the plan was approved does not supply those statutory figures. Reconcile the certificate with the member or shareholder record before signing. Formation documents required when the resulting entity is Hawaii domestic should not be confused with the destination filings needed for an outbound conversion.
8. Budget the current review and filing charges. The published LLC fee schedule lists $100 for Articles of Merger or Conversion, with $75 for expedited review. The profit-corporation schedule likewise lists $100 for Articles of Conversion and $75 for expedited review. Confirm any additional statutory or service charges applicable to the submission, along with the destination fees. Expedited review is not a guarantee that an incomplete or legally inconsistent packet will be accepted. Keep the issued conversion certificate and filed articles after the Department completes its review.
9. Coordinate effectiveness and abandonment with the destination. The plan should identify when the company will continue under Florida law and which acceptance evidence completes the transaction. The LLC and corporate plan provisions permit abandonment before effectiveness under the applicable plan or approval procedure. If articles have already been filed but the transaction is not yet effective, the statute requires the appropriate abandonment statement before effectiveness. Assign responsibility for that filing in advance. Revisit approval if a destination request changes ownership consideration or governance instead of merely correcting a typographical error in the public certificate.
10. Conversion preserves the continuing business and existing obligations. The LLC effect provision is § 428-903; the corporate provision is § 414-273. Review the applicable provision with destination law to document continuity of property and liabilities. A move does not release a debt, erase a personal guarantee, or resolve an existing lawsuit. Review federal tax classification and EIN treatment separately. If the plan changes entity type, the tax result may differ from a same-type change of domicile even though both transactions are labeled conversion.
11. Review Hawaii licenses, contracts, and retained property. A professional or regulated business should ask the relevant licensing program what notice, amendment, or approval the conversion requires. Acceptance by the Business Registration Division is not itself approval from a licensing board. Review leases and financing agreements for a change-of-jurisdiction clause and obtain written consent where required. Coordinate title records for Hawaii real estate and the company's identification in insurance and bank records. Keep Hawaii annual reports current while the domestic record remains active; the reporting window depends on the formation quarter, so use the entity's actual filing calendar rather than a universal anniversary-day deadline.
12. Complete tax accounts and any continuing Hawaii registration. If your corporation will continue Hawaii business after moving from Hawaii to Florida, review foreign registration and the ongoing registered-agent and annual-report requirements. Continuing Hawaii receipts can preserve general excise tax obligations even when legal domicile changes. Payroll and income-tax accounts should be reviewed separately, and final returns should reflect the actual end of taxable activity. Preserve the executed plan, approvals, vote calculations, filed articles, destination evidence, and any license correspondence together. Assign responsibility for the plan-copy requests and legal notices that may arrive after the move, and calendar the destination's first report.

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