How to Transfer or Move a Corporation from Illinois to Florida

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50 State Series: How to move your LLC or corporation out of Illinois and keep your EIN

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Illinois crypto tax: how to redomicile your company out of Illinois [step-by-step]

How to transfer your company to Florida and keep the EIN with zero downtime [step-by-step]

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Transferring a company (LLC or corporation) out of Illinois [step-by-step]

Steps to transfer a company (LLC or corporation) to Florida

50 State Series: How to move your LLC or corporation out of Illinois and keep your EIN

Report: Billionaire Stephen Ross says South Florida’s business relocation push in the '1st inning'

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 Illinois 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 Illinois to Florida

Illinois imposes a 4.95 percent individual income tax. For a C corporation, the regular Illinois income tax is 7.00 percent, and the personal property replacement tax adds 2.50 percent, producing a combined 9.50 percent rate before credits and other adjustments. An LLC follows its tax classification: a partnership or S corporation generally passes income through to its owners, but Illinois separately imposes a 1.50 percent replacement tax on most partnerships and S corporations. Eligible entities can also elect the 4.95 percent pass-through entity tax, with corresponding owner credits. Owner taxation ordinarily follows the distributive share of taxable income, whether or not cash is distributed. The Illinois Department of Revenue's income tax rates and partnership guidance explain the separate returns and replacement-tax exceptions.

Illinois generally imposes a 6.25 percent state sales tax on general merchandise, with additional local taxes varying by delivery or selling location and transaction type. A significant change took effect January 1, 2026: Illinois eliminated its 1 percent state grocery tax, while authorizing municipalities and counties to impose a separate 1 percent grocery tax. Grocery purchases therefore did not become uniformly tax-free, and applicable transit-district taxes can remain. Retailers moving a corporation from Illinois to Florida should update their location-specific tax tables instead of applying an old statewide average. The 2026 grocery-tax bulletin provides the implementation rules. Illinois also retains an estate tax with a $4 million exclusion; the owner's estate exposure depends on personal domicile and property situs, not simply the entity's formation state.

A corporate move also requires a separate review of the Secretary of State's franchise tax. Illinois did not repeal that tax: 805 ILCS 5/15.35 exempts the first $10,000 of applicable liability beginning in 2025. Redomestication does not erase taxes for earlier periods. Continued Illinois operations, employees, or taxable sales may preserve filing obligations after the governing-law change, so the expected savings should be calculated using the business's actual post-move activity and each owner's residence.

For example, $100,000 of taxable replacement-tax income produces $1,500 of tax for a nonexempt partnership before credits, independently of any elective PTE payment. The PTE credit should be modeled separately from replacement tax. Retailers can confirm location-based rates through the official sales-tax filing guidance, including multiple-site reporting when operations remain in more than one location.

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 Illinois 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 Illinois 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 Illinois

Illinois 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. Illinois permits an LLC or corporation to redomesticate directly to another state. The governing framework is the Illinois Entity Omnibus Act, 805 ILCS 415, Article 3, rather than an LLC-only procedure. Under 805 ILCS 415/301, an Illinois entity can become a foreign entity of the same type if the law of Florida authorizes the transaction. An Illinois LLC remaining an LLC, or an Illinois corporation remaining a corporation, therefore uses domestication. A simultaneous change from LLC to corporation is a different transaction and requires the conversion provisions and a separate tax analysis. The first step for a corporation leaving Illinois is to confirm that the proposed destination accepts that specific entity and transaction.
2. The internal Plan of Domestication must be substantive. 805 ILCS 415/302 requires the current entity's name and type, the resulting entity's name and jurisdiction, and the manner in which ownership interests will be converted. The plan must also contain the proposed public formation document and the full text of private governing rules that will be in a record, such as the destination operating agreement or bylaws. Identify each ownership class and describe whether its economic rights remain unchanged. This matters even when the owners, business name, and ownership percentages will be identical after the move: the destination governing documents still need affirmative approval.
3. Approval depends on the entity's governing rules and the statutory fallback. 805 ILCS 415/303 first looks to applicable domestication approval requirements. Where none exist, it uses the specified merger approval rules; for a corporation, that means a merger procedure requiring shareholder approval. A noncorporate entity without an applicable approval rule generally needs all interest holders to approve. Separately examine any owner's consent rights if the transaction would create personal liability for future entity obligations. The written consent or meeting minutes should identify the applicable voting provision and the votes obtained. A manager's signature on the state form is not a substitute for the required owner approval.
4. Illinois requires a Statement of Domestication filed with the Secretary of State. 805 ILCS 415/305 specifies the names and jurisdictions before and after the move, the entity type, and the approval recital. For a resulting foreign entity that is not registered in Illinois, include the mailing address used to forward legal process. The formation-document attachment requirement in that statute concerns a resulting Illinois filing entity. An outbound filing should therefore be prepared for its actual direction, using the destination's separate formation or domestication requirements. Retain the complete approved plan internally unless the chosen statutory filing method requires or deliberately includes it in the public record.
5. Use the current EOA 305 form and its accepted payment methods. The official Statement of Domestication, revised March 2026, calls for submission in duplicate and identifies a $100 base filing fee. Its paper-payment instructions accept a cashier's check, certified check, money order, or an Illinois attorney's or CPA's check; an ordinary personal check is not listed as acceptable. The Secretary of State's fee schedule lists an additional $200 for expedited domestication service. Destination filing fees and any professional charges are separate. Budget the destination filing and any required certificates separately so that the total reflects the actual closing package.
6. Coordinate effectiveness using the statute, particularly when using a delayed closing. Section 305 permits a later effective date and time no more than 30 days after filing. The March 2026 EOA 305 form refers to a 90-day limit, creating a material inconsistency with the statutory text. A closing should stay within the statutory 30-day window and resolve any filing-office instruction before submission. Give both filing agents the same intended effective time, including the time zone, and specify how acceptance in Florida will be confirmed. The plan should also identify who may authorize corrections or abandonment; a rejected destination filing should not be addressed by informally changing already approved ownership terms.
7. Corporate franchise tax remains relevant in 2026. Under 805 ILCS 5/15.35, the first $10,000 of applicable corporate franchise-tax liability is exempt beginning in 2025. That exemption is not a general repeal, and it does not erase older liabilities. Review the Illinois corporate record and any franchise-tax assessment before fixing the closing budget. An LLC should not be assigned a corporate paid-in-capital tax merely because it is a limited liability entity. Its Illinois income-tax classification, replacement-tax obligations, and Secretary of State filing duties are separate questions. Reconcile outstanding annual reports and any administrative-status problems early enough to obtain accurate filing information.
8. A certificate of good standing and good standing itself are different matters. Section 305 does not list an Illinois certificate of good standing as a universal attachment for every outbound domestication. Nevertheless, Florida, a lender, or a regulated-business licensing authority may require current status evidence. Order certificates for the recipients and age limits actually involved, and confirm the entity's legal name against the Illinois record. A certificate showing active status does not prove that every tax return has been filed or every contractual consent has been obtained. Avoid describing a certificate as categorically unnecessary where the destination statute or a financing condition makes it part of the closing requirements.
9. The domesticated business continues as the same legal entity. 805 ILCS 415/306 preserves uninterrupted entity identity and continues property without a transfer, reversion, or impairment. Existing debts and other liabilities remain, and pending proceedings continue under the statute. Domestication does not require a separate liquidation of an operating company simply to change its governing jurisdiction. It also does not discharge an owner's existing personal obligation or a company guaranty. The closing record should identify the continuing entity's original formation date and new governing jurisdiction so that counterparties can connect the accepted Illinois and destination documents to the same business.
10. Statutory continuity should be matched with transaction-specific contract review. Examine financing documents and important customer agreements for express language addressing domestication, conversion, a change of domicile, or a change in governing organizational law. A clause triggered by the jurisdictional change can matter even when the transaction is not an asset assignment. Determine whether insurance policies and professional licenses require an address update, notice, or separate approval, and obtain any required consent before effectiveness. Use the same legal name and effective date in the bank's records and the company resolutions. Federal tax classification and EIN treatment require their own analysis; the Illinois continuity statute does not guarantee every federal tax result.
11. Continuing Illinois operations can require foreign qualification after the move. A Florida entity that keeps conducting business in Illinois should evaluate registration as a foreign entity and continued registered-agent coverage. The Secretary of State's statutory authority to receive process for certain prior obligations is not a substitute for an ordinary registered agent where ongoing foreign qualification is required. Distinguish the Illinois domestic record from the foreign registration needed after the transaction. If business operations actually leave Illinois, use accepted closing evidence to support appropriate account changes. Do not cancel an Illinois registration, payroll account, or sales-tax account merely because the domestication form has been mailed.
12. Complete the tax and records work against the effective closing, not an assumed departure date. Partnerships may need Form IL-1065 and S corporations Form IL-1120-ST, including Illinois replacement tax and any elected PTE tax, as explained in the Department of Revenue's partnership guidance. Mark returns final only when the corresponding filing obligation ends; retained Illinois income or operations can require continued returns. The permanent company file should contain the signed plan and approvals, accepted documents from both states, and evidence of required notices or consents. Assign responsibility for the first destination annual filing and any continuing Illinois foreign-entity filing so that the new domicile is reflected consistently after closing.

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