How to Transfer or Move a Corporation from Kansas 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 Kansas 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 Kansas to Florida

Kansas taxes individual income at 5.20 percent and 5.58 percent. For C corporations, the normal income tax is 3.50 percent, plus a 3.00 percent surtax on taxable income above $50,000, producing a 6.50 percent top marginal rate. Kansas LLCs follow their tax classification; qualifying partnerships and S corporations can elect the SALT Parity Act entity-level tax, generally at the highest individual rate, with owner credits. The 2025 corporate instructions and SALT Parity Act guidance explain these distinctions. Legislation enacted in 2025 created additional revenue-dependent rate reductions, but the official determination for tax year 2026 found the trigger unmet. A future flat 4 percent rate should therefore not be presented as currently effective or guaranteed for a particular year.

Kansas generally imposes a 6.50 percent state sales tax plus local sales taxes. The state portion on qualifying food and food ingredients fell to zero on January 1, 2025, although local taxes remain and prepared food is treated differently. The Department of Revenue's food-tax guidance explains the classification. Kansas does not impose current estate or inheritance taxes. For a corporation redomesticating from Kansas to Florida, the tax comparison should separately model owner income and corporate income. Kansas-source business activity can remain taxable after the move under the corporate nexus rules. Moving the legal domicile does not by itself relocate the owners, terminate payroll obligations, or remove the requirement to collect tax on taxable Kansas sales.

The individual and corporate rates should not be added together as though every LLC owes both. The elected federal classification determines which income-tax framework applies.

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 Kansas 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 Kansas 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 Kansas

Kansas 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. Kansas permits both LLCs and corporations to redomesticate directly under a shared statute. The governing provisions are the Kansas Business Entity Transactions Act, K.S.A. 17-78-501 through 17-78-506, rather than an LLC-only chapter. Domestication changes the jurisdiction while preserving the entity type. A Kansas LLC continuing as an LLC, or a Kansas corporation continuing as a corporation, can use the process if Florida authorizes it. A simultaneous change of entity type uses the Act's separate conversion provisions. Begin the corporation move from Kansas by confirming the destination's eligibility rules and the exact destination document, instead of assuming that every state's use of the word conversion describes the same transaction.
2. Kansas calls the internal transaction document an Agreement of Domestication. K.S.A. 17-78-502 requires the existing entity's name and type, the new name and jurisdiction, and the manner in which ownership interests will be converted. It also requires the proposed public formation document and the full text of private governing rules that will be in a record. Include the destination operating agreement or corporate bylaws and identify the economic treatment of each ownership class. Use Kansas statutory terminology and include every required agreement term.
3. Approval must follow the applicable governing documents and statutory fallback. K.S.A. 17-78-503 first applies the relevant domestication voting requirements. Where none exist, the Act turns to the specified merger approval rules; a corporate fallback requires the shareholder-approved merger procedure. A noncorporate entity lacking an applicable procedure generally needs all interest holders to approve. Separate consent protections apply to an owner who would become personally liable for future entity obligations. The resolution or consent should identify the provision that supplies the voting threshold, the votes obtained, and the authorized signer. State-form execution alone does not establish that the owners approved the required agreement.
4. Use Form CDF for a Kansas entity domesticating out of the state. The current Certificate of Domestication to a foreign entity, revised January 2026, lists a $75 filing fee. The form for an entity domesticating into Kansas is a different document. Form CDF asks for the Kansas business identification number, which is not the federal EIN, and the names and entity types before and after the transaction. It also requires the destination jurisdiction and a service address with a physical street location; a post-office box alone does not satisfy that instruction. Check these fields against the Kansas record and the proposed destination filing before obtaining the authorized signature.
5. The public certificate and the complete agreement are distinct records. K.S.A. 17-78-505 permits a signed Agreement of Domestication containing all required public information to be filed instead of a separate certificate. Filing the agreement may disclose ownership economics and private governing terms, so choose that alternative deliberately. A separate certificate usually permits the company to retain its detailed agreement internally. The statute's public-organic-record attachment requirement applies to a resulting Kansas filing entity. An outbound transaction must separately satisfy the destination's formation-document requirements without assuming that an incoming Kansas attachment instruction applies unchanged.
6. A 2025 amendment affects the approval recital, and a 90-day limit governs delayed effectiveness. Chapter 95 of the 2025 Session Laws, HB 2371, amended section 17-78-505 to recognize approval that will occur before the domestication becomes effective. That wording does not authorize an unapproved transaction to become effective. Where a future effective date is used, the certificate cannot set it more than 90 days after filing. Reconcile the approved closing conditions with both filing offices and specify who will confirm that every condition, including owner approval, has been satisfied before effectiveness. Do not confuse permission to file in advance with permission to skip the substantive approval process.
7. Kansas moved from annual reports to biennial information reports beginning in 2024. The Secretary of State's information-report guidance explains that reporting years generally follow the odd or even year in which the business formed. For-profit reports are due April 15 in the reporting year, and nonprofit reports are due June 15. The former description of an annual report due in the fourth month after each entity's tax year is therefore outdated. Check the actual entity's reporting year and resolve any missed report before closing. A move planned for late 2026 should account for whether the company had a 2026 obligation, instead of waiting for a notice while the destination paperwork is pending.
8. Budget the actual filing components and obtain status evidence where required. The $75 Kansas CDF charge is separate from Florida's filing fee, any Kansas information-report arrears, and professional fees. Identify each component in the filing budget. Section 17-78-505 does not prescribe a Kansas good-standing certificate as a universal outbound attachment, but the destination or a lender may require one. Confirm the recipient's age requirement before ordering certificates. State entity status and tax compliance are separate inquiries: a good-standing certificate does not establish that all Kansas income-tax, withholding, or sales-tax liabilities have been resolved.
9. The company continues as the same entity without a liquidation. K.S.A. 17-78-506 preserves uninterrupted identity, property, and existing liabilities under the domestication rules. Pending claims do not disappear when the entity changes its governing jurisdiction. The outbound form's description of cancellation or dissolution of the Kansas public record should be read together with these statutory effects; it does not mean the operating business must wind up and distribute its assets before continuing elsewhere. Explain the distinction in the closing memorandum so that a bank or title reviewer can connect the former Kansas domestic record to the continuing foreign entity.
10. Continuity does not eliminate transaction-specific notices and consents. Review any loan covenant restricting a change of organizational jurisdiction and any commercial agreement expressly addressing domestication or conversion. A requirement framed in those terms can apply even when no asset assignment occurs. Match lender approvals to the destination name and the actual effective date. Licensing and insurance records may also require an update if the company's principal office moves. The governing documents should identify who will maintain the company's records after closing. Federal tax treatment and EIN continuity require their own review, particularly if the transaction also changes ownership, tax classification, or the nature of the entity's activities.
11. Continued Kansas operations may require foreign qualification. Form CDF specifically directs a company that will continue doing business in Kansas to consider the Application for Registration of Foreign Covered Entity, which can be filed with the domestication or afterward as applicable. A destination domicile does not remove the need for an appropriate Kansas registered agent when foreign registration is required. Kansas-source income can also remain taxable, as explained in the Department of Revenue's corporate income-tax guidance. Determine which tax accounts remain necessary and close only those whose filing obligations have ended. Owners who remain Kansas residents should separately review the treatment of their distributive income after the company moves.
12. Complete the move with reconciled records from both jurisdictions. Retain the signed Agreement of Domestication and owner approvals, the accepted Kansas certificate, and the destination filing evidence. Record the effective date and any amendments authorized before closing. Preserve written third-party consents and confirm delivery of required notices. The compliance calendar should then show the destination's first reporting deadline and any continuing Kansas foreign-entity information report. Assign responsibility for obtaining any required certified destination evidence. This produces a coherent record of the same business changing domicile and avoids leaving the company's contracts or government accounts tied only to its former Kansas status.

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